Common use of Intellectual Property Clause in Contracts

Intellectual Property. 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may be.

Intellectual Property. (a) To the knowledge and belief best of DebtorTercica’s Knowledge, 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 the use, practice or reasonably necessary for the conduct other commercial exploitation of the Intellectual Property Rights owned by or licensed to Tercica and the operation of Tercica’s business as presently conducted does not infringe, constitute an unauthorized use of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees), and are valid and enforceable, and are not subject to or misappropriate any filings, fees rights owned or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear controlled by any third Person including Intellectual Property Rights of any and all adverse claims (including by current and former employees and contractors), liens, restrictions third Person in a way that would be reasonably likely to have a Material Adverse Effect on Tercica. Tercica is not a party to 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 andpending or, to the knowledge Tercica’s Knowledge, threatened suit, action, investigation or proceeding which involves a claim against Tercica, of Debtorinfringement, no claims unauthorized use, 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 violation 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 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 outstandingPerson, or to the knowledge of Debtor, threatened, that seeks to limit or challenge or that concerns challenges the ownership, use, validity or enforceability of any Marks Intellectual Property Rights or contests the right of Tercica to use, exercise, license, transfer or dispose of any Intellectual Property Rights owned by or licensed to Tercica, or any products, processes or materials covered thereby in any manner. (b) No Person (including employees and former employees of Debtor. The consummation Tercica), to Tercica’s Knowledge, is infringing, violating, misappropriating or otherwise misusing any Intellectual Property Rights owned by or licensed to Tercica, and Tercica has not made any such claims against any Person (including employees and former employees of Tercica). (c) No Trade Secret or any other non-public, proprietary information which is material to the transactions contemplated hereby will not result in business of Tercica as presently conducted has been authorized to be disclosed or, to Tercica’s Knowledge, has been actually disclosed by Tercica to any employee or any third Person other than (i) pursuant to a confidentiality or non-disclosure agreement restricting the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or disclosure and use any of the Intellectual Property used Rights owned by or licensed to Tercica, or (ii) to such employees or third persons who otherwise have a duty of confidentiality to Tercica. Each current and former Key Employee has entered into an agreement containing appropriate confidentiality and invention assignment provisions. For purposes of this Section 3.9(c), Key Employee means any officer of Tercica as well as any employee of Tercica who either alone or in the conduct of the business of Debtor as currently conducted concert with others develops any Intellectual Property Rights owned by or proposed licensed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beTercica.

Intellectual Property. To The Seller owns or has the knowledge and belief of Debtorright to use pursuant to license, sublicense, agreement, or permission 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 Intellectual Property necessary for or currently used in the conduct operation of the business of Debtor the Seller as currently conducted. All such Marks (presently conducted and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 presently proposed to be conducted. No Marks have been within Each item of Intellectual Property owned or used by the preceding three (3) years or are now the subject of any claims or litigation and, Seller immediately prior to the knowledge of Debtor, no claims Closing hereunder will be owned or litigation have been alleged or threatenedavailable for use by the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. Debtor The Seller has taken all reasonable steps necessary or desirable action to maintainprotect each item of Intellectual Property that it owns or uses. With respect to such Intellectual Property: (i) The Seller has not interfered with, 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 infringed upon, misappropriated, or otherwise impair or come into conflict with any Intellectual Property or other proprietary or personal rights of third parties, and the Seller has never received any third partycharge, andcomplaint, 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 outstandingclaim, or to notice alleging any such interference, infringement, misappropriation, or violation. To the knowledge Knowledge of Debtorthe Seller, threatenedno third party has interfered with, that seeks to limit infringed upon, misappropriated, or challenge or that concerns the ownership, use, validity or enforceability of any Marks or otherwise come into conflict with any Intellectual Property rights of Debtorthe Seller. (ii) Section 2(j) of the Disclosure Schedule identifies each patent, trademark or copyright registration which has been issued to the Seller with respect to any of its Intellectual Property and the call letters (current and past) of the Stations, identifies each pending patent, trademark or copyright application for registration which the Seller has made with respect to any of its Intellectual Property, and identifies each license, agreement, or other permission which the Seller has granted to any third party with respect to any of its Intellectual Property (together with any exceptions). The consummation Seller has delivered to the Buyer correct and complete copies of the transactions contemplated hereby will not result in the alterationall such patents, loss trademarks or impairment of the validitycopyright registrations, enforceability or Debtor’s right applications, licenses, agreements, and permissions (as amended to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor date) and has made available to Secured Party a list the Buyer correct and complete copies of all software other written documentation evidencing ownership and prosecution (other than generally commercially availableif applicable) of each such item. With respect to each item of Intellectual Property that the Seller owns: (A) the Seller possesses all right, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtortitle, and identified which software interest in and to the item and all registrations and applications are in full force and effect; (B) the item is owned, otherwise used and/or licensed or otherwise distributed by Debtor not subject to any outstanding judgment, order, decree, stipulation, injunction, or charge; (C) no charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand is pending or, to the Knowledge of the Seller, is threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and (D) the Seller has not ever agreed to indemnify any person or entity for or against any interference, infringement, misappropriation, or other conflict with respect to the item. (iii) Section 2(j) of the Disclosure Schedule also identifies each item of Intellectual Property that any third partyparty owns and that the Seller uses pursuant to license, sublicense, agreement, or permission including, but not limited to the call letters of the Stations. The Seller has supplied the Buyer with correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). With respect to each such item of used Intellectual Property: (A) the case may belicense, sublicense, agreement, or permission covering the item is, and following the Closing will continue to be on identical terms, legal, valid, binding, enforceable, and in full force and effect; (B) no party to the license, sublicense, agreement, or permission is in breach or default (or has repudiated any provision thereof), and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (C) with respect to each sublicense, the representations and warranties set forth in subsections (A) and (B) above are true and correct with respect to the underlying license; (D) the underlying item of Intellectual Property is not subject to any outstanding judgment, order, decree, stipulation, injunction, or charge; (E) no charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand is pending, or, to the Knowledge of the Seller, is threatened which challenges the legality, validity, or enforceability of the underlying item of Intellectual Property; (F) the Seller has not agreed to indemnify any person or entity for or against any interference, infringement, misappropriation, or other conflict with respect to the underlying item of Intellectual Property; and (G) the Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (iv) The Seller has no Knowledge of any new products, inventions, procedures, or methods of processing that any competitors or other third parties have developed which reasonably could be expected to supersede or make obsolete any product or process of the Seller.

Intellectual Property. To (a) Except as set forth on Schedule 3.7(a)(i), 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 Seller is the conduct of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments exclusive owner of all fees)Intellectual Property, and are valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after has the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to useuse all Intellectual Property, sell and licensethat is material or necessary to operate the Business as now conducted, free and clear of any Liens and all adverse claims Encumbrances (including by current collectively such owned and former employees and contractors), liens, restrictions or other obligation to pay royalties, honoraria or other fees, any and all licensed Intellectual Property (including is referred to herein as the “Seller Intellectual Property”) other than Permitted Encumbrances. Schedule 3.7(a)(ii) sets forth a true, complete and correct list of all such Seller Intellectual Property, including, without limitation the Marks) formulas used in the conduct Business, and Seller Intellectual Property that has been registered with the United States Patent and Trademark Office or Copyright Office and pending applications for registration, in each case listing the title and current owner(s), the jurisdiction(s) in which such Seller Intellectual Property has been issued or registered, and the application, serial or registration number, all of which will be transferred to the business of Debtor Buyer hereunder. (b) Except as currently conducted or proposed to be conducted. No Marks have been within set forth in Schedule 3.7(b), the preceding three (3) years or are now the subject Seller has not received notice from any Person, nor has any knowledge of any claims or litigation andvalid basis for any Person to be, 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 claiming that the operation of Debtor’s business. The conduct of Debtor’s business as the Business currently conducted infringes or planned to be conducted does not infringe or otherwise impair or conflict with any misappropriates the Intellectual Property or other proprietary or personal rights of any third partyPerson or constitutes unfair competition or trade practices under the Laws of any jurisdiction. Schedule 3.7(b) lists any complaint, andclaim, to or notice, or written threat thereof, received by the knowledge Seller alleging any currently existing infringement, violation or misappropriation of Debtor, the Intellectual Property owned or of any Person. (c) With respect to each item of Seller Intellectual Property which is licensed by Debtor to the Seller: (i) the Seller has the valid right to use such Intellectual Property pursuant to a valid and enforceable license agreement; and (ii) the Seller 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 in breach of any Marks or applicable license agreement and is not aware of any Intellectual Property party that is in breach of Debtorthe applicable license agreement. The Each license agreement to which the Seller is party will remain unchanged and unaffected by the Transactions and the consummation of the transactions contemplated hereby Transactions will not result in the alteration, loss or impairment or termination of any Seller Intellectual Property. (d) The Seller has taken all commercially reasonable steps necessary or required to insure the validity, enforceability privacy of its databases and the security against breach of its computer systems by any unauthorized third party. (e) No Product provided or Debtor’s right to own or use any of distributed by the Intellectual Property used Seller in the its conduct of the business Business: (A) materially violates any Law; (B) includes any information or material that, to the Knowledge of Debtor the Seller, is defamatory; or (C) to the Knowledge of the Seller, infringes any right of privacy of any Person. Each Person whose name, image, voice or likeness is incorporated into any Marketing Materials has executed a written release consenting to the Seller’s use of such Person’s name, image, voice and/or likeness (as currently conducted applicable) and releasing the Seller from any claims with respect thereto, each of such releases are fully assignable to Buyer without further consent of any Person. (f) The Seller has operated the Business and provided all Products in material compliance with any posted privacy policies and all applicable Laws relating to privacy, data protection, anti-spam, telemarketing, personally identifiable information and similar consumer protection Laws (“Information Privacy Laws”). The Seller has not received written notice of any claims or proposed to be conductedbeen charged with violation of any Information Privacy Law. Debtor has made available to Secured Party a list To the Knowledge of all software (other than generally commercially availablethe Seller, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that the Seller is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor not under investigation with respect to any third party, as the case may beviolation of any Information Privacy Laws.

Intellectual Property. (a) As of the Distribution Time, subject to the provisions of Article 3, the RhinoRx Entities will own or otherwise have the right to use all Intellectual Property necessary to conduct the Rhino Institutional Pharmacy Business as currently conducted (the “RhinoRx Intellectual Property”). There exist no restrictions on the disclosure, use, license or transfer of the RhinoRx Intellectual Property owned by Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (the “Owned RhinoRx Intellectual Property”). (b) The execution and delivery of this Agreement by Rhino and RhinoRx and the consummation of the Transactions will not encumber, impair or extinguish any RhinoRx Intellectual Property. Section 8.19(b) of the Rhino Disclosure Schedule sets forth a complete and accurate list of all (i) registrations or applications for registration included in the Owned RhinoRx Intellectual Property (the “Registered RhinoRx Intellectual Property”) and (ii) all agreements (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms which have an aggregate acquisition cost of $1,000,000 or less) to which Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) is a party or otherwise bound and pursuant to which Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (A) obtains the right to use or a covenant not to be sued under, any Intellectual Property and/or (B) grants the right to use, or a covenant not to be sued under, any Intellectual Property. (c) To the knowledge and belief of DebtorRhino, 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 Rhino Institutional Pharmacy Business as currently conducted does not infringe, violate or proposed to be conducted. No Marks have been within the preceding three (3) years or are now the subject constitute a misappropriation of any claims Intellectual Property of any Third Party in any respect. Since January 1, 2003, neither Rhino nor any of its Subsidiaries has received any written claim or litigation andnotice alleging any such infringement, violation or misappropriation and there is no claim, action, suit, investigation or proceeding pending against, or, to the knowledge of DebtorRhino, no claims threatened against Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (i) based upon, or litigation challenging or seeking to deny or restrict, the rights of Rhino or its Subsidiaries in any of the RhinoRx Intellectual Property, (ii) alleging that the use of the RhinoRx Intellectual Property or any services provided, processes used or products manufactured, used, imported, offered for sale or sold by the Rhino Institutional Pharmacy Business do or may conflict with, misappropriate, infringe or otherwise violate any Intellectual Property of any Third Party or (iii) alleging that Rhino or any of its Subsidiaries have been alleged infringed, misappropriated or threatened. Debtor has taken all reasonable steps to maintain, police and protect otherwise violated any Intellectual Property of any Third Party. (d) None of the Marks owned or RhinoRx Intellectual Property used in the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted the Rhino Institutional Pharmacy Business has been adjudged invalid or planned to be conducted does not infringe unenforceable in whole or otherwise impair or conflict with any Intellectual Property or other proprietary or personal rights of any third partypart, and, to the knowledge of DebtorRhino, the all such RhinoRx Intellectual Property owned or licensed by Debtor is not being infringed by any third partyvalid and enforceable. There is no litigation or order pending or outstanding, or to To the knowledge of DebtorRhino, threatenedno Third Party is infringing, that seeks to limit violating 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use misappropriating any of the RhinoRx Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may berespect.

Intellectual Property. 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 Except as set forth in Section 3.25 of the business Company Disclosure Schedule: (a) Each of Debtor as currently conducted. All such Marks the Company and its Subsidiaries: (and all applications and registrations therefori) are currently in compliance in all material respects with all legal requirements solely owns (including, without limitation, timely filings, proofs and payments of all fees)beneficially, and are valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licenseof record where applicable), free and clear of any all Liens, other than non-exclusive licenses entered into in the Ordinary Course of Business, all right, title and interest in and to its respective Owned Intellectual Property and (ii) has valid and sufficient rights and licenses to all adverse claims of the Licensed Intellectual Property. The Owned Intellectual Property is subsisting, and to the Knowledge of Company, the Owned Intellectual Property that is Registered is valid and enforceable. (including by current b) The Owned Intellectual Property and former employees and contractors), liens, restrictions or other obligation to pay royalties, honoraria or other fees, any and the Licensed Intellectual Property constitute 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 necessary for the operation of Debtor’s businessthe respective businesses of the Company and each of its Subsidiaries as presently conducted. The conduct Each of Debtor’s the Company and its Subsidiaries has sufficient rights to use all Intellectual Property used in its respective business as currently conducted or planned to be presently conducted. (c) The operation of the Company and each of its Subsidiaries’ respective businesses as presently conducted does not infringe infringe, dilute, misappropriate or otherwise impair or conflict with any violate the Intellectual Property or other proprietary or personal rights of any third partyPerson. (d) Other than as set forth in Section 3.25(d) of the Company Disclosure Schedule, andneither the Company nor any of its Subsidiaries has received any notice (including, but not limited to, any invitation to license or request or demand to refrain from using intellectual property rights) from any Person during the two years prior to the knowledge date hereof, asserting that the Company or any of Debtorits Subsidiaries, or the operation of any of their respective businesses, infringes, dilutes, misappropriates or otherwise violates any Person’s Intellectual Property owned rights. (e) To the Company’s Knowledge, no Person has infringed, diluted, misappropriated or licensed otherwise violated any of the Company’s or any of its Subsidiaries’ rights in the Owned Intellectual Property. (f) The Company and each of its Subsidiaries has taken reasonable measures to protect: (i) their rights in their respective Owned Intellectual Property and (ii) the confidentiality of all Trade Secrets that are owned, used or held by Debtor is the Company or any of its Subsidiaries, and to the Company’s Knowledge, such Trade Secrets have not being infringed been used, disclosed to or discovered by any third partyPerson except pursuant to appropriate non-disclosure agreements which have not been breached. There is To the Company’s Knowledge, no litigation or order pending or outstanding, or Person has gained unauthorized access to the knowledge Company’s or its Subsidiaries’ IT Assets. (g) The Company’s and each of Debtorits Subsidiaries’ respective IT Assets: (i) operate and perform in all material respects as required by the Company and each of its Subsidiaries in connection with their respective businesses and (ii) to the Company’s Knowledge, threatenedhave not materially malfunctioned or failed within the past two years. The Company and each of its Subsidiaries has implemented reasonable backup, that seeks security and disaster recovery technology and procedures consistent with industry practices. (h) The Company and each of its Subsidiaries: (i) is, and at all times prior to limit or challenge or that concerns the ownershipdate hereof has been, usecompliant with all applicable Laws, validity or enforceability and their own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees and (ii) at no time during the two years prior to the date hereof has received any notice asserting any violations of any Marks or any Intellectual Property of Debtorthe foregoing. The transfer of all such personal data and nonpublic personal information to Parent’s control in connection with the consummation of the transactions contemplated hereby will shall not result in the alterationviolate any such Laws, loss privacy policies or impairment commitments. (i) For purposes of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may be.this Agreement:

Intellectual Property. 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 (a) Part 4.17 of the business Disclosure Schedule sets forth an accurate and complete list of Debtor as currently conductedthe material Intellectual Property. All such Marks (True and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments complete copies 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 materials comprising such Intellectual Property (including without limitation the Marksother than standard, commercially available software developed or produced by others) used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. No Marks have been within provided or made available to Buyer. (b) Seller and the preceding three Subsidiary have the right to use all material Intellectual Property (3) years or such Intellectual Property and the rights thereto, including any rights to recovery for infringement, are now collectively referred to in this Agreement as the subject "IP Rights"). There are no royalty agreements with any Person with respect to commercialization of any claims products presently sold or litigation and, to under development by Seller or the knowledge of Debtor, no claims or litigation have been alleged or threatenedSubsidiary except license fees associated with commercially available items. Debtor Seller has taken all steps commercially reasonable steps or appropriate to maintainmaintain and fully protect all IP Rights. Seller has no Knowledge of any misuse, police infringement, misappropriation or other violation of any IP Rights of any other Person and protect Seller has no Knowledge of any actual, pending or threatened proceeding alleging any misuse, infringement, misappropriation or other violation of any IP Rights of any other Person. Except as set forth in Part 4.13 of the Marks owned Disclosure Schedule, neither Seller nor the Subsidiary has entered into any agreement, commitment or used in the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted arrangement (whether written or planned oral) to be conducted does not infringe license or otherwise impair permit the use or conflict with any Intellectual Property or other proprietary or personal rights exploitation of any third party, and, to the knowledge of Debtor, the Intellectual Property owned or licensed by Debtor is not being infringed IP Rights by any third party. There is no litigation other Person (including that which would prevent, restrict or order pending or outstandingotherwise inhibit Buyer's freedom to use and exploit any IP Rights). (c) The execution, or to delivery and performance by Seller and Subsidiary of this Agreement and 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 hereby will not result constitute a material breach of any instrument or agreement governing any IP Rights and will not (i) cause the material modification of any terms of any licenses or agreements relating to any IP Rights (including the modification of the effective rate of any royalties or other payments provided for in any such license or agreement); (ii) cause the alterationforfeiture or termination of any IP Rights; (iii) give rise to a right of forfeiture or termination of any IP Rights; or (iv) materially impair the right of Buyer to use, loss sell or impairment license any IP Rights or portion thereof. (d) None of the manufacture, marketing, license, sale or intended use of any past or current product or technology licensed, sold or under development by the Seller or the Subsidiary (i) violates any license or agreement between Seller or the Subsidiary and any other Person or (ii) to the Knowledge of Seller, infringes any patents, trademarks, service marks, trade names, copyrights, logos, corporate names or identifying marks and styles of any other Person, or otherwise violates or infringes upon any intellectual property, trade secret or other confidential or proprietary information of any other Person. To the Knowledge of Seller, there is no pending or threatened claim or litigation contesting the validity, enforceability ownership or Debtor’s right to own use, sell, license or use dispose of any IP Rights of Seller, nor has Seller or the Intellectual Property used in Subsidiary received any notice asserting that any IP Rights or the conduct proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any Person. (e) To the business Knowledge of Debtor Seller, none of Seller's or the Subsidiary's employees or consultants with access to proprietary information of Seller and the Subsidiary, is obligated under any contract, covenant or other agreement or commitment of any nature, or subject to any judgment, decree or order of any Governmental Body that would (i) interfere with (A) the normal duties reasonably expected for the position held by that employee, or (B) such consultant's duties to Seller and the Subsidiary, or (ii) would conflict with Seller's or the Subsidiary's Business as currently presently conducted or as presently proposed to be conducted. Debtor Seller and the Subsidiary have not entered into agreements to indemnify any Person against any charge of infringement or misappropriation of any intellectual property, other than as set forth in Part 4.17(e) of the Disclosure Schedule and in indemnification provisions contained in purchase orders or customer agreements arising in the ordinary course of business. All current and former employees and consultants have signed written assignments to Seller or the Subsidiary of any and all rights or claims in any intellectual property that any such employees or consultants have or may have by reason of any contribution, participation or other role in the development, conception, creation, reduction to practice or authorship of any invention, innovation, development or work of authorship or any other intellectual property that is used in the Business, and Seller or the Subsidiary possesses original signed copies of all such written assignments in its files and has provided or made available copies of same to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beBuyer.

Intellectual Property. (a) Seller is the sole and exclusive owner of all right, title and interest in the Cholic Acid Product IP. (b) Seller has sufficient right to transfer and convey and is not obligated to pay, and immediately following the Closing Date, Buyer will not be obligated to pay, any Person any royalty, fee or other consideration with respect to the use of the Cholic Acid Product IP, other than the Consideration payable to Seller pursuant to Article 3. Without limiting the generality of the last sentence of Section 4.3, Seller has not previously granted any rights to any Third Party that conflict with or are otherwise inconsistent with conveyance of the Cholic Acid Product IP to Buyer as provided herein and further represent and warrant that, except as set forth in this Agreement and the Ancillary Agreements, the Seller has not entered into any agreement pursuant to which it has assigned or otherwise disposed of any interest it has in, to, or under any Cholic Acid Product IP, or has agreed to do any of the foregoing in the future. (c) No written claim has been received by Seller or, to Seller’s Knowledge are there any facts or circumstances which would result in receipt of a claim against Seller, nor has Seller received written notice of any threatened claim with respect to any Cholic Acid Product IP that alleges that such Intellectual Property, or the use or exploitation thereof, infringes or misappropriates the Intellectual Property rights of any Third Party, and Seller has not threatened or initiated any claim against any Third Party alleging that such Third Party infringes or has misappropriated any Cholic Acid Product IP. (d) To the knowledge Knowledge of Seller, Seller has taken reasonable measures to protect and belief preserve the confidentiality 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 any trade secrets included in the conduct Cholic Acid Product Know-How. (e) None of the business of Debtor as currently conducted. All such Marks Cholic Acid Product IP (and all applications and registrations therefori) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees), and are valid and enforceable, and are not is the product or subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all adverse claims joint development activity or agreement with any Third Party; (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 Marksii) 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 is the subject of any claims consortia agreement or litigation andcross-license; and/or (iii) has been financed in whole or in part by any Third Party. To the Knowledge of Seller, to the knowledge of Debtor, no claims or litigation have been alleged or threatened. Debtor Seller has taken all reasonable steps to maintain, police and protect the Marks owned or not 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 in connection with the commercialization of any third partythe Cholic Acid Product that Seller does not own and that Buyer is not free to use without liability, and, subject to the knowledge terms of Debtorthis Agreement. (f) To the Knowledge of Seller, no invention included in the Intellectual Property owned Cholic Acid Product IP, including the manufacture or licensed by Debtor is not being infringed by any third party. There is no litigation use thereof, infringes 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 misappropriates any Intellectual Property right of Debtor. The consummation of the transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beThird Party.

Intellectual Property. To (i) Target owns or has the knowledge and belief of Debtorright to use pursuant to license, sublicense, agreement, or permission in writing 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 Intellectual Property necessary for the conduct operation of the business businesses of Debtor Target as currently presently conducted and as presently proposed to be conducted. All such Marks Each item of Intellectual Property owned or used by Target immediately prior to the Closing hereunder will be owned or available for use by Target on identical terms and conditions immediately subsequent to the Closing hereunder. Target has taken all necessary action to maintain and protect each item of Intellectual Property that it owns or uses. (ii) Target has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties, and none of the Transferor and the directors and officers (and all applications employees with responsibility for Intellectual Property matters) of Target has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Target must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of Transferor and registrations thereforTarget, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of Target. (iii) are currently in compliance in all material respects Section 4(n)(iii) of the Disclosure Schedule identifies each patent or registration which has been issued to Target with all legal requirements respect to any of its Intellectual Property, identifies each pending patent application or application for registration which Target has made with respect to any of its Intellectual Property, and identifies each license, agreement, or other permission which Target has granted to any third party with respect to any of its Intellectual Property (including, without limitation, timely filings, proofs together with any exceptions). The Transferor has delivered to North American correct and payments complete copies of all fees)such patents, registrations, applications, licenses, agreements, and are valid permissions (as amended to date) and enforceablehave made available to North American correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item. Section 4(n)(iii) of the Disclosure Schedule also identifies each trade name or unregistered trademark used by Target in connection with any of its businesses. With respect to each item of Intellectual Property required to be identified in Section 4(n)(iii) of the Disclosure Schedule: (A) Target possesses all right, title, and are not subject interest in and to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licenseitem, free and clear of any and all adverse claims (including by current and former employees and contractors)Security Interest, lienslicense, restrictions or other obligation to pay royalties, honoraria or other fees, any and all Intellectual Property restriction; (including without limitation B) 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 item is not being infringed by subject to any third party. There outstanding injunction, judgment, order, decree, ruling, or charge; (C) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is no litigation or order pending or outstandingis threatened which challenges the legality, or to the knowledge of Debtorvalidity, threatened, that seeks to limit or challenge or that concerns the ownershipenforceability, use, validity or enforceability ownership of the item; and (D) Target has never agreed to indemnify any Marks Person for or against any interference, infringement, misappropriation, or other conflict with respect to the item. (iv) Section 4(n)(iv) of the Disclosure Schedule identifies each item of Intellectual Property of Debtorthat any third party owns and that Target uses pursuant to license, sublicense, agreement, or permission. The Transferor has delivered to the North American correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). With respect to each item of Intellectual Property required to be identified in Section 4(n)(iv) of the Disclosure Schedule: (A) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (B) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby hereby; (C) no party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (E) with respect to each sublicense, the representations and warranties set forth in subsections (A) through (D) above are true and correct with respect to the underlying license; (F) the underlying item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge; (G) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of Intellectual Property; and (H) Target has never granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (v) To the Knowledge of Transferor and Target, Target will not interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any continued operation of the Intellectual Property used in the conduct of the business of Debtor its businesses as currently presently conducted or and as presently proposed to be conducted. Debtor . (vi) None of the Transferor and Target has made available any Knowledge of any new products, inventions, procedures, or methods of manufacturing or processing that any competitors or other third parties have developed which reasonably could be expected to Secured Party a list supersede or make obsolete any product or process of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price any of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beTarget.

Intellectual Property. To (i) Schedule 5.1(q)(i) lists the knowledge and belief of DebtorIntellectual Property for products developed by Schelfhout. The Intellectual Property, 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 registrations of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (includingIntellectual Property, without limitation, timely filings, proofs and payments of all fees), and are valid and enforceable, subsisting. All of the registrations and applications for registration of the Intellectual Property are in good standing and are not subject to any filings, fees or other actions falling due within ninety (90) days after recorded in the date hereofname of Schelfhout. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear No application for registration of any of the Intellectual Property has been rejected. (ii) Schelfhout is the first and all adverse claims (including by current only owner of the Intellectual Property and former employees and contractors), liens, restrictions or other obligation is entitled to pay royalties, honoraria the uninterrupted use of the Intellectual Property without payment of any royalty 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 Person has any right, title or are now the subject interest in any 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 and all such persons have waived their moral rights in any third partycopyright works within the Intellectual Property. Schelfhout has diligently protected its legal rights to the exclusive use of the Intellectual Property. (iii) There is no current litigation or order pending or outstanding, threatened against or relating to the knowledge of Debtor, threatened, that seeks Intellectual Property. (iv) Schelfhout has not permitted or licensed any Person 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property, except for Schelfhout's customers. (v) No Person has challenged the validity of any registrations for the Intellectual Property or the rights of Schelfhout to any of the Intellectual Property, except for the litigation ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ in which ▇▇▇▇▇▇▇ finally has withdrawn its suit (art. 4.1 f). (vi) To the best of the knowledge of the Vendors, neither the use of the Intellectual Property (which includes products, processes, methods, substances, parts and other materials presently sold by or used by Schelfhout in connection with the Business) nor the conduct of the business Business has infringed or currently infringes upon the industrial or intellectual property rights of Debtor as currently conducted any other Person. (vii) To the best of the knowledge of the Vendors, no other Person has infringed the Schelfhout rights to the Intellectual Property. (viii) There is no governmental prohibition or proposed to be conducted. Debtor has made available to Secured Party a list restriction on the use of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beIntellectual Property.

Intellectual Property. To (a) Section 3.14(a) of the Disclosure Schedule contains a list of all registrations and applications for registration included in the Business Intellectual Property Rights (the “Registered Business Intellectual Property Rights”) and all material licenses (other than the Portfolio Cross-Licenses) or other material agreements relating to the Business Intellectual Property Rights that are included in the Purchased Assets. (b) (i) Seller or a Subsidiary of Seller owns or has a valid right to use the Business Intellectual Property Rights, (ii) no proceedings have been instituted, are pending or, to the knowledge of Seller, threatened which challenge any rights in respect of any of the Business Intellectual Property Rights or the validity thereof or assert that the operation of the Business infringes the Intellectual Property Rights of any other Person, and belief (iii) none of Debtorthe Business Intellectual Property Rights, all Marks listed on Exhibit B for Debtor and all licenses held as used by such Debtor related to such Marks constitute all such rights that are required Seller or reasonably necessary for its Subsidiaries, or the conduct of the business Business as it is currently conducted by Seller or its Subsidiaries infringes upon the Intellectual Property Rights (other than Patents) of Debtor as currently conducted. All such Marks others or, to the knowledge of Seller, the Patents of others. (and all applications and registrations thereforc) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees), and are valid and enforceable, and are not No Business Intellectual Property Right is subject to any filingsoutstanding judgment, fees injunction, order, decree or other actions falling due within ninety agreement restricting the use thereof by Seller (90or Buyer, to Seller’s knowledge) days after with respect to the date hereof. Debtor owns Business or otherwise possesses adequate licenses restricting the licensing (except for such restrictions as exist by reason of the Portfolio Cross-Licenses and the Cross-License Agreement) thereof by Seller (or other valid rights Buyer, to use, sell and license, free and clear of Seller’s knowledge) to any and all adverse claims third party. (including by current and former employees and contractors), liens, restrictions or other obligation to pay royalties, honoraria or other fees, any and all d) The Business Intellectual Property (including without limitation Rights together with the Marks) used in Intellectual Property Rights licensed to Buyer pursuant to the conduct Cross License Agreement constitute all 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 Intellectual Property Rights other than Patents and, to the knowledge of DebtorSeller, no claims or litigation have been alleged or threatened. Debtor has taken all reasonable steps to maintainPatents, police and protect used by the Marks owned or used in the operation of Debtor’s business. The conduct of Debtor’s business Business as currently conducted or planned by Seller and its Subsidiaries and, together with those rights and services to be conducted does not infringe or otherwise impair or conflict with any provided by Seller to Buyer pursuant to the Transition Services Agreement, are Intellectual Property or Rights other proprietary or personal rights of any third party, than Patents and, to the knowledge of DebtorSeller, Patents sufficient for Buyer to conduct 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor Business as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may be.

Intellectual Property. 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 (a) Section 2.10(a) of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in Disclosure Schedule lists all material respects with all legal requirements (includingor registered Business Intellectual Property. Seller owns, without limitationor is licensed or, timely filingsto the Knowledge of Seller, 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licenseeach item of Business Intellectual Property indicated as being owned by Seller on Section 2.10(a) of the Disclosure Schedule. (b) Other than as set forth on Section 2.10(b) of the Disclosure Schedule, free and clear with respect to the Business, Seller has not received written notice that it has been named, nor to Seller’s Knowledge has it been named, in any pending suit, action or proceeding which involves a claim of infringement of any and all adverse claims Third Party Rights. (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 c) Seller has performed the Marks) used in the conduct of the business of Debtor as currently conducted or proposed obligations required to be conducted. No Marks have been within performed by it under the preceding three (3) years or are now the subject terms of any claims or litigation andagreement pursuant to which Seller has rights in any Business Intellectual Property, and neither Seller nor, to the knowledge Knowledge of DebtorSeller, any third party is in default under any such agreement, except in each case as would not reasonably be expected to have a Business Material Adverse Effect. (d) Other than rights and licenses granted in the ordinary course of business, Seller has not granted to any third party any license or right to the commercial use of any of the Business Intellectual Property. (e) Other than as set forth on Section 2.10(e) of the Disclosure Schedule, there are no pending, or, to the Knowledge of Seller, threatened claims against Seller or litigation have been alleged any of its former or threatened. Debtor current employees alleging that (i) any of the Business Intellectual Property or the Business infringes or violates any Third Party Rights or (ii) Seller or any of its employees has taken all reasonable steps to maintainmisappropriated any Third Party Rights in furtherance of the Business. (f) To the Knowledge of Seller, police and protect the Marks owned or used in neither the operation of Debtor’s businessthe Business by Seller nor any activity by Seller nor any use by Seller of the Business Intellectual Property infringes or violates any Third Party Rights. The conduct Seller has not received any written communications alleging that any of Debtor’s business the Business Intellectual Property is invalid or unenforceable. To the Knowledge of Seller, no third party has violated or infringed or is violating or infringing any of the Business Intellectual Property. Except as currently conducted or planned to be conducted listed in Schedule 2.10(f), Seller does not infringe have any licenses or otherwise impair other agreements under which it is granted rights by others in any Business Intellectual Property. (g) To the Knowledge of Seller, no current or conflict with former employee or consultant of Seller owns or has claimed any ownership rights in or to, or any right to use, any of the Business Intellectual Property, and to the Knowledge of Seller no employee of Seller has entered into any agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose any Business Intellectual Property to anyone other than Seller. (h) Except as disclosed in Schedule 2.10(h), the Seller (i) has not directly or other proprietary indirectly licensed or personal granted to anyone rights of any third party, and, nature with respect to any of the knowledge of Debtor, the Business Intellectual Property owned or licensed by Debtor Property; and (ii) is not being infringed by any third party. There is no litigation obligated to and does not pay royalties or order pending or outstanding, or other fees to the knowledge of Debtor, threatened, that seeks anyone with respect to limit or challenge or that concerns the ownership, use, validity license or enforceability transfer of any Marks or any Intellectual Property of Debtor. The consummation of the transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Business Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beProperty.

Intellectual Property. To the knowledge The Entegris Disclosure Schedule contains a complete and belief correct list of Debtorall material patents and registered trademarks, all Marks listed on Exhibit B for Debtor trade names, registered service marks, and registered copyrights, and all licenses held by such Debtor related to such Marks constitute all such rights that are required or reasonably necessary material applications for the conduct any of the business foregoing owned by Entegris and its Subsidiaries as of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereofof this Agreement. Debtor owns With such exceptions as, individually or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 aggregate, would not be reasonably likely to be conducted. No Marks have been within the preceding three (3) years or are now the subject of any claims or litigation anda Material Adverse Effect on Entegris, to the knowledge of DebtorEntegris, no claims Entegris or litigation have been alleged one of its Subsidiaries is the sole owner of or threatened. Debtor has taken the right to use without the payment of any fee or royalty to any other person (other than pursuant to Entegris Material Contracts or other agreements the non-disclosure of which therein does not constitute a misrepresentation under Section 4.02(i)) all reasonable steps Intellectual Property necessary to maintain, police and protect the Marks owned or used in the operation of Debtor’s business. The conduct of Debtor’s business carry on their respective businesses substantially as currently conducted conducted. As of the date of this Agreement, neither Entegris nor any of its Subsidiaries has received any written notice that any material Intellectual Property owned by or planned exclusively licensed to be conducted does not infringe Entegris and/or its Subsidiaries has been declared unenforceable or otherwise impair invalid by any court or conflict with any Intellectual Property or other proprietary or personal rights governmental agency. As of any third partythe date of this Agreement, andthere is, to the knowledge of DebtorEntegris, the no material existing infringement, misappropriation or other violation by others of any Intellectual Property owned by or exclusively licensed by Debtor is not being infringed by any third partyto Entegris and/or its Subsidiaries. There is no litigation or order pending or outstandingFrom January 1, or 2002 to the knowledge date of Debtorthis Agreement, 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use neither Entegris nor any of its Subsidiaries has received any written notice alleging that the Intellectual Property used in the conduct operation of the business of Debtor Entegris or any of its Subsidiaries either infringes, misappropriates or otherwise violates in any material respect the Intellectual Property rights of others. Neither Entegris nor any of its Subsidiaries is a party to any settlements, covenants not to s▇▇, consents, decrees, stipulations, judgments, or orders resulting from suits, actions or similar legal proceedings which (i) restrict the rights of Entegris or any of its Subsidiaries to use any Intellectual Property material to the business of Entegris or any of its Subsidiaries as currently conducted, (ii) restrict in any material respect the conduct of business of Entegris or any of its Subsidiaries as currently conducted or proposed in order to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to accommodate any third party’s Intellectual Property rights, as the case may beor (iii) permit third parties to use any material Intellectual Property owned by or exclusively licensed to Entegris or any of its Subsidiaries.

Intellectual Property. To the knowledge Schedule 3.1(43) sets out a complete and belief accurate list of Debtor, (a) 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 business of Debtor as currently conducted. All such Marks (and all active applications and registrations thereforfor domestic and foreign patents, trade-marks, trade names, copyrights, industrial designs, business names, certification marks, service marks, distinguishing guises, business styles and other industrial or intellectual property that are owned by or licensed to MFI; (b) are currently in compliance in all trade secrets, know-how, inventions, formulas, processes and technology material respects with to the Business; and (c) all legal requirements (includingcomputer systems and application software, without limitationincluding all related documentation owned or licensed by MFI, timely filings, proofs and payments the latest revisions of all feesrelated object and source codes owned by MFI (collectively, the “Intellectual Property”), including particulars of any registration, details of all applications for registration. MFI is the sole owner of the Intellectual Property except in the case of Intellectual Property licensed to MFI or if otherwise disclosed. The Purchaser has been given an opportunity to review the complete and are valid correct copies of all Contracts whereby any rights in respect of Intellectual Property have been granted or licensed to MFI. Except as disclosed in Schedule 3.1(43), MFI has the exclusive right to use all of the Intellectual Property and enforceable, and are has not subject granted any licence or other rights to any filings, fees or other actions falling due within ninety (90) days after Person in respect of the date hereofIntellectual Property. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, The Intellectual Property is free and clear of any and all adverse claims (including by current and former employees and contractors), liens, restrictions or Encumbrances other obligation to pay royalties, honoraria or other fees, any and all than the Permitted Encumbrances. The Intellectual Property (including without limitation is sufficient to conduct the Marks) used in the conduct of the business of Debtor as currently conducted or proposed to be conductedBusiness. No Marks have been within the preceding three (3) years or are now the subject of any claims or litigation and, to To the knowledge of Debtorthe Vendors, no claims MFI has never used 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 outstandingenforced, or failed to the knowledge of Debtoruse or enforce, 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in any manner which could limit its validity or result in its invalidity. To the conduct knowledge of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by DebtorVendors, and identified which software except as disclosed in Schedule 3.1(43), there has been no infringement or violation of MFI’s rights in and to the Intellectual Property or any trade secrets or confidential information, nor any claim of adverse ownership, invalidity or other opposition to or conflict with any of the Intellectual Property. To the knowledge of the Vendors, MFI is owned, otherwise used and/or licensed not nor has engaged in any activity that violates or otherwise distributed by Debtor to infringes any third party, as the case may beintellectual property rights of any other Person.

Intellectual Property. To Lancit or one of its Subsidiaries owns or has valid and enforceable rights with respect to all trademarks, trade names, service marks and copyrights (whether or not registered) and any registrations or applications for the knowledge and belief registration of Debtorany thereof, all Marks listed on Exhibit B for Debtor trade secrets, and all licenses held by such Debtor related to such Marks constitute all such rights that of similar or equivalent effect however or wherever arising (together, the "Intellectual Property") which are required or reasonably necessary for the conduct of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance sufficient in all material respects with all 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 conduct the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 Business as currently conducted or proposed to be conducted, and all such Intellectual Property which is not owned is licensed to Lancit or one of its Subsidiaries pursuant to license agreements listed in Item 2.14 of the Disclosure Schedule. No Marks have been within Item 2.14 identifies all Intellectual Property owned by or licensed to Subsidiaries that are not wholly owned by Lancit. Neither Lancit nor any of the preceding three (3) years or are now the subject of any claims or litigation andSubsidiaries nor, to the knowledge of DebtorLancit, no claims any other party is in breach of or litigation have been alleged default under any such license agreement and each such license or threatenedother agreement is valid and in full force and effect. Debtor Lancit and its Subsidiaries hold the Intellectual Property owned by them free of any Liens or contractual or other restrictions other than the rights of licensees pursuant to the license agreements set forth in Item 2.14 of the Disclosure Schedule. Except as set forth in Item 2.14 of the Disclosure Schedule, Lancit has taken all reasonable steps to maintainnot received any claims, 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 Lancit does not infringe believe, that it or its Subsidiaries or its or their Intellectual Property has infringed, diluted or otherwise impair violated any third party's marks, copyrights, trade secrets, patents, right of publicity, right of privacy, moral rights, or conflict with other proprietary rights, libeled any third party, or engaged in false advertising or unfair competition. Except as set forth in Item 2.14 of the Disclosure Schedule, since January 1, 1996, neither Lancit nor any of its Subsidiaries has made any claims that a third party has infringed, diluted, or otherwise violated any of its or their Intellectual Property or engaged in false advertising or unfair competition. No order, holding, decision or judgment has been rendered by any governmental authority, and except as set forth in Item 2.14 no agreement, consent or stipulation exists, which would limit Lancit's or its Subsidiaries' use of any Intellectual Property or other proprietary any advertising or personal rights of any third party, and, to the knowledge of Debtor, the Intellectual Property owned promotional claim or licensed by Debtor is not being infringed by any third partycampaign. 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 Item 2.14 of the transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party Disclosure Schedule contains a complete and accurate list of all U.S. and foreign trademark and copyright registrations and applications for registration held or filed by Lancit or any of its Subsidiaries. All such registrations are in full force, are held of record in Lancit's or Lancit Copyright Corporation's name (either alone or jointly with Community Television of Southern California or KCET Music Publishing), and are not the subject of any cancellation proceeding, and all such applications are pending in Lancit's or Lancit Copyright Corporation's name alone or in Lancit's name together with Community Television of Southern California or KCET Music Publishing, and are not the subject of any final refusal to register or any opposition proceeding. Registrations have been issued for, or applications are pending to register, all trademarks and service marks in all jurisdictions where the failure to obtain such a registration could have a Material Adverse Effect or could result in a breach of Lancit's obligations under any material license or distribution agreement. Except as set forth in Item 2.14, each individual who would be considered an author or co-author under U.S. copyright law of any episode of The Puzzle Place or Backyard Safari has either (1) made his or her contribution to that episode as a work for hire under U.S. copyright law for Lancit or, in the case of The Puzzle Place, for Lancit and Community Television of Southern California, or (2) executed a written assignment and transfer of his or her copyright interest in the episode to Lancit or, in the case of The Puzzle Place, to Lancit and Community Television of Southern California. To Lancit's knowledge, none of Lancit's or its Subsidiaries' trade secrets, know-how or other confidential or proprietary information, the unauthorized use of which could reasonably be expected to have a Material Adverse Effect, has been disclosed to any person unless such disclosure was made pursuant to an appropriate confidentiality agreement. Except as reflected in Item 2.14 of the Disclosure Schedule, to Lancit's knowledge, its relationships with the parties to the licenses identified in Item 2.14 of the Disclosure Schedule, the loss or absence of which could reasonably be expected to have a Material Adverse Effect, are good and no such party has threatened to terminate or fail to renew any such license or relationship. Except for software (other than generally commercially available, non-custom, which is "off-the-shelf shelf," all software application programs having a retail acquisition price of less than $5,000) that is owned material to the operations of Lancit or used by Debtor, and identified which software its Subsidiaries is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beyear 2000 compliant.

Intellectual Property. To (a) Schedule 6.14 is a correct and complete list of all (i) Intellectual Property material to the knowledge Business, including the status of all patents, patent applications and belief registered Intellectual Property (ii) trade, corporate and ficticious names used by Seller, (iii) Computer Software and databases created or used by Seller (other than massmarketed software with a license fee of Debtorless than $5,000), (iv) material unregistered trademarks and copyrights owned or presently used by Seller and the Business and (v) licenses and other rights granted by Seller or by any third party to Seller, and each case with respect to Intellecual Property. (b) Seller owns all right, title and interest in and to, or has a valid and enforceable license to use, 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 Intellectual Property necessary for the conduct operation of the business of Debtor Business as currently conducted. All such Marks (conducted and all applications and registrations therefor) are as currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees), and are valid and enforceable, and are not subject proposed to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, be conducted free and clear of any Liens or adverse claims. (c) No claim by any third party contesting the validly, enforeability, and all adverse claims (including by current and former employees and contractors)ownership, liens, restrictions or other obligation to pay royalties, honoraria or other fees, use of any and all of the 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 by Seller or claiming that the activities of Seller in connection with the operation Intellectual Property constitues unfair competition has been made, is currently outstanding or is threated and there are no grounds for the same. (d) Seller is not a party to any agreement or understanding with respect to any Intellectual Property. (e) Neither Seller nor any of Debtor’s business. its officers or employees are parties to any agreement restricting the ability of Seller, such officers and/or such employees from engaging in any business or competing with any third parties. (f) The conduct loss or expiration of Debtor’s business as currently conducted any individual Intellecutal Property right or planned related group of Intellectual Property rights owned or used by Seller would not have a Material Adverse Effect on the Business, and no such loss or expiration is pending or reasonably foreseeable, or to be conducted does Seller's Knowledge, threatened. (g) Seller has not infringe received any written notice of, nor is Seller aware of any facts that indicate any likelihood of any infrigement or misappropriation by, or conflict with, and any third party with respect to the Intellectual Property owned or used by Seller. (h) Seller has not infringed, misappropriated or otherwise impair or conflict conflicted with any Intellectual Property or other proprietary or personal rights intellectual property of any third party, andand Seller is not aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the Business as currently conducted or as currently proposed to the knowledge of Debtor, the be conducted. (i) All Intellectual Property owned or used by Seller in connection with the operation of the Business shall be properly assigned or licensed by Debtor is not being infringed by to Purchaser coincident with or immediately following the Closing. (j) Except as disclosed in Schedule 6.14, no person other than Seller owns or has any third party. There is no litigation proprietary, financial or order pending other interest, direct or outstandingindirect, in whole or to the knowledge of Debtorin part, threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Marks or in any Intellectual Property of Debtor. The consummation of the transactions contemplated hereby will that is owned by or licensed to Seller. (k) Except as disclosed on Schedule 6.14, Seller is not result in the alterationrequired to pay any royalty, loss license fee or impairment of the validity, enforceability or Debtor’s right similar compensation with respect to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed to Seller in connection with the current or otherwise distributed by Debtor to any third party, as prior conduct of the case may beBusiness.

Intellectual Property. To (i) SCHEDULE 4.1(N)(I) sets forth a true and complete list of (A) all Patents, Trademarks, Copyrights and Software included in the knowledge Owned Intellectual Property, (B) all MailKey IP Agreements, and belief (C) all other Owned Intellectual Property material to the business of DebtorMailKey or the Subsidiaries. (ii) The operation of MailKey and the Subsidiaries as currently conducted or as contemplated to be conducted and the use of the Owned Intellectual Property and Licensed Intellectual Property in connection therewith do not conflict with, infringe, misappropriate or otherwise violate the intellectual property or other proprietary rights, including rights of privacy, publicity and endorsement, of any third party, and no actions, suits, proceedings, investigations or claims are pending or, to the Knowledge of MailKey, threatened against MailKey alleging any of the foregoing. (iii) MailKey is the exclusive owner of the entire and unencumbered right, title and interest in and to the Owned Intellectual Property and the MailKey IP Agreements, and MailKey and the Subsidiaries have a valid right to use the Owned Intellectual Property and Licensed Intellectual Property in the ordinary course of its business as presently conducted or as contemplated to be conducted. (iv) No Owned Intellectual Property, or to the Knowledge of MailKey, any Licensed Intellectual Property, is subject to any outstanding decree, order, injunction, judgment or ruling restricting the use of such Intellectual Property or that would impair the validity or enforceability of such Intellectual Property. (v) The Owned Intellectual Property and the Licensed Intellectual Property include 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 of the Intellectual Property used in the ordinary day-to-day conduct of the business of Debtor as currently conducted. All such Marks (MailKey and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees)its Subsidiaries, and there are no other items of Intellectual Property that are material to the ordinary day-to-day conduct of such business. The Owned Intellectual Property and, to the Knowledge of MailKey, the Licensed Intellectual Property, are subsisting, valid and enforceable, and are have not subject to any filings, fees been adjudged invalid or other unenforceable in whole or part. (vi) No actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 asserted or are now the subject of any claims or litigation andpending or, to the knowledge Knowledge of DebtorMailKey, no claims threatened against MailKey or litigation have been alleged any Subsidiary (A) based upon or threatened. Debtor has taken all reasonable steps challenging or seeking to maintaindeny or restrict the use by MailKey or any Subsidiary of any of the Owned Intellectual Property or Licensed Intellectual Property, police and protect the Marks owned (B) alleging that any services provided by, processes used by, or used in the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted products manufactured or planned to be conducted does not sold by MailKey or any Subsidiary infringe or otherwise impair or conflict with misappropriate any Intellectual Property or other proprietary or personal rights right of any third partyparty or (C) alleging that the Licensed Intellectual Property is being licensed or sublicensed in conflict with the terms of any license or other agreement. (vii) Except as set forth in SCHEDULE 4.1(N)(VII), and, MailKey has not granted any license or other right to any third party with respect to the knowledge of Debtor, the Owned 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 Licensed Intellectual Property of DebtorProperty. The consummation of the transactions contemplated hereby by this Agreement will not result in the alteration, loss termination or impairment of the validity, enforceability or Debtor’s right to own or use any of the Owned Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beProperty.

Intellectual Property. To (a) Section 6.19(a) of the ILG Disclosure Schedule sets forth a complete and accurate list of all ILG Registered Intellectual Property. All ILG Registered Intellectual Property in jurisdictions where ILG and the ILG Subsidiaries conduct the ILG Business (as defined below) is subsisting and, to the knowledge of ILG, valid and belief enforceable. No material ILG Registered Intellectual Property has been finally adjudicated to be invalid or unenforceable. (b) One or more of DebtorILG and the ILG Subsidiaries is the sole registered owner of all ILG Registered Intellectual Property set forth on Section 6.19(a) of the ILG Disclosure Schedule, free and clear of all Marks listed on Exhibit B for Debtor Liens other than Permitted Liens. ILG and its Subsidiaries own or have valid rights to use all licenses held by such Debtor related to such Marks constitute all such rights that are required or reasonably Intellectual Property necessary for the conduct of their respective businesses in all material respects as now conducted (the business “ILG Business”). (c) To the knowledge of Debtor ILG, except as currently conductedset forth in Section 6.19(c) of the ILG Disclosure Schedule, ILG, the ILG Subsidiaries and the conduct of their respective businesses do not infringe upon, misappropriate or otherwise violate any Intellectual Property of any third Person. All Except as set forth in Section 6.19(c) of the ILG Disclosure Schedule, no Action is pending, or to the knowledge of ILG, threatened, (i) challenging the validity, enforceability, registration or ownership of any ILG Registered Intellectual Property (except for office actions by the applicable Governmental Authorities in the normal course of prosecution efforts in connection with applications for the registration or issuance of Intellectual Property), or (ii) alleging that ILG or any ILG Subsidiary is infringing, misappropriating, diluting or otherwise violating any Intellectual Property of any Person. (d) Except as set forth in Section 6.19(d) of the ILG Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to result in any material Liability to ILG and the ILG Subsidiaries (taken as a whole), (i) no Action is pending or threatened by ILG or the ILG Subsidiaries alleging that any third Person is infringing, misappropriating, diluting or otherwise violating any ILG Owned Intellectual Property, and (ii) to the knowledge of ILG, no Person is infringing, misappropriating, diluting or otherwise violating any ILG Owned Intellectual Property. (e) ILG and the ILG Subsidiaries have taken commercially reasonable measures, consistent with standard practices in the industry in which they operate, to maintain and protect all of the material ILG Owned Intellectual Property, including the confidentiality of all material trade secrets included in the ILG Owned Intellectual Property. ILG and the ILG Subsidiaries have executed valid written agreements with their respective past and present employees, consultants and independent contractors who have contributed to the development of material ILG Owned Intellectual Property or who have been privy to any material trade secrets of ILG and the ILG Subsidiaries, (i) pursuant to which such Marks employee, consultant or independent contractor presently assigns to ILG or an ILG Subsidiary of all its right, title and interest in and to such Intellectual Property developed in the course of such employment or retention, as applicable, and (ii) requiring each such Person to hold such trade secrets of ILG and the ILG Subsidiaries in confidence, as applicable. To the knowledge of ILG, no trade secret material to the ILG Business as now conducted has been authorized to be disclosed or has actually been disclosed by ILG or any ILG Subsidiary to any third Person other than pursuant to a valid written non-disclosure or confidentiality agreement restricting the use and disclosure thereof. To the knowledge of ILG, no employee, consultant or independent contractor of ILG or the ILG Subsidiaries is in default or breach of any non-disclosure or confidentiality agreement, covenant or obligation. (f) The information technology and computer systems, including software, networks, hardware and related systems, owned by ILG and the ILG Subsidiaries in the conduct of their respective businesses, together with any such systems leased or licensed by ILG and the ILG Subsidiaries (collectively, the “ILG Systems”) are adequate and sufficient for the reasonably foreseeable needs of the ILG Business as of the Effective Time. To the knowledge of ILG, there has not been any failure with respect to any of the ILG Systems that has resulted in a material disruption or material interruption in the operation of the ILG Business that has not been remedied in all material respects. (g) During the last five (5) years, ILG and the ILG Subsidiaries have complied in all material respects with (i) all applicable Privacy Laws, regulatory and self-regulatory guidelines, and published interpretations by Governmental Authorities of such Privacy Laws and guidelines and (ii) the then current Payment Card Industry Data Security Standard. Without limiting the foregoing, ILG and the ILG Subsidiaries have used commercially reasonable efforts to comply with all Laws outside of the United States and Mexico which govern the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, or security of Personal Information and all applications such Laws or regulations governing breach notification, penalties and registrations thereforcompliance with orders. (h) A privacy policy regarding ILG’s and the ILG Subsidiaries’ collection, storage, use and distribution of the Personal Information (i) of visitors to ILG’s and the ILG Subsidiaries’ websites and (ii) as required by Law, of potential or actual customers of ILG and the ILG Subsidiaries, (hereafter, collectively, the “ILG Privacy Policies”) is and has been posted and / or made accessible to individuals in accordance with applicable Law on each website of ILG and the ILG Subsidiaries and/or through the ILG Business and all such ILG Privacy Policies are currently comprehensive and accurate. ILG and the ILG Subsidiaries are in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees)the ILG Privacy Policies, and are valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety have over the last five (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 (35) years been in compliance in all material respects with the ILG Privacy Policies. This Agreement will not violate any of ILG’s or are now the subject ILG Subsidiaries’ current internal privacy policies or the ILG Privacy Policies. Except for disclosures of any claims information required by Privacy Laws or litigation andauthorized by the provider of Personal Information, or as described in ILG Privacy Policies, to the knowledge of DebtorILG, no claims neither ILG nor any of the ILG Subsidiaries has shared, sold, rented or litigation otherwise made available, and does not share, sell, rent or otherwise make available, to third Persons any Personal Information. (i) ILG and the ILG Subsidiaries have been alleged implemented and maintain reasonable and appropriate business continuity and disaster recovery plans, procedures and facilities, consistent with industry practices of companies offering similar services to preserve the availability, security, and integrity of the ILG Systems, and the data and information stored thereon, including data maintained on behalf of customers or threatened. Debtor has other individuals interacting or transacting with ILG and the ILG Subsidiaries. (j) ILG and the ILG Subsidiaries have taken all commercially reasonable steps organizational, physical, administrative and technical measures consistent with (i) standard practices in the industry in which ILG and the ILG Subsidiaries operate, (ii) Privacy Laws, and (iii) statements regarding security practices in the ILG Privacy Policies, to maintain, police and protect the Marks owned confidentiality of Personal Information and other critical data stored or used contained in ILG Systems or transmitted thereby, including maintaining commercially reasonable policies and procedures intended to (A) prevent against unauthorized access, loss, theft, use, modification, disclosure or other misuse of Personal Information or critical data possessed by or otherwise subject to the operation control of Debtor’s businessILG and the ILG Subsidiaries; (B) prevent the introduction of a virus into the ILG Systems; and (C) prevent the taking and storing on-site and/or off-site of back-up copies of Personal Information or critical data. (k) There has been no material unauthorized access by third parties to (i) the ILG Systems, (ii) Personal Information, or (iii) login credentials collected, held, or otherwise managed by or on behalf of ILG and the ILG Subsidiaries. The conduct of Debtor’s business ILG Systems operate and perform in all material respects as currently conducted or planned required 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, andoperate the ILG Business. (l) There is no Action pending or, to the knowledge of DebtorILG, the Intellectual Property owned threatened by ILG 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the ILG Subsidiaries or against ILG or any of the ILG Subsidiaries in each case relating to (i) any actual or alleged violation of the ILG Privacy Policies or any Person’s privacy, personal, or confidentiality rights thereunder, or (ii) any actual or alleged violation of any Privacy Laws relating to ILG or any of the ILG Subsidiaries’ collection, storage, use and distribution of the Personal Information of visitors to the websites of ILG and the ILG Subsidiaries and potential or actual customers of ILG and the ILG Subsidiaries. ILG and the ILG Subsidiaries have not received notice from any Governmental Authority asserting any violation of, or indicating an intention to commence any Action with respect to any Laws (or any actual or alleged violation thereof) relating to ILG’s and the ILG Subsidiaries’ collection, storage, use and distribution of the Personal Information. (m) The representations and warranties set forth in this Section 6.19 and, to the extent relating to Intellectual Property used in and privacy matters, Section 6.11, constitute the conduct sole and exclusive representations and warranties of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, ILG regarding Intellectual Property and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beprivacy matters.

Intellectual Property. To (a) Schedule 4.9(a) of the knowledge Disclosure Schedules identifies each item of Seller-Owned Registered Intellectual Property Related to the ProBiora3 Business, including (a) the nature of the item, including the title; (b) the owner of the item; (c) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed; (d) the issuance, registration or application numbers and belief dates; and (e) any deadlines related to: (A) registration, maintenance or renewal fees with respect to Seller-Owned Intellectual Property identified in such Disclosure Schedule; and (B) the filing of Debtorany documents, all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related applications or certificates (including responses to such Marks constitute all such rights office actions) that are required or reasonably necessary for the conduct of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 of the date hereofClosing Date to maintain any such Seller-Owned Intellectual Property. Debtor Seller owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of all Liens, the Intellectual Property identified on Schedule 4.9(a) of the Disclosure Schedules. No Person other than Seller has ownership of any such Intellectual Property. (b) Seller owns, or holds a valid and all adverse claims (including by current and former employees and contractors)transferable license to, liens, restrictions or other obligation to pay royalties, honoraria or other fees, any and all Intellectual Property (including without limitation the Marks) used in that is or at any time was material to the conduct of the business of Debtor ProBiora3 Business as currently conducted or proposed to be conducted. No Marks have been within The Acquired Intellectual Property includes all Intellectual Property Rights necessary and sufficient for 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 Debtorthe ProBiora3 Business by Buyer immediately following the Closing in substantially the same manner as conducted by Seller during the eighteen (18) month period prior to Closing. (c) To Seller’s business as currently conducted Knowledge, the conduct of the ProBiora3 Business has not infringed or planned to be conducted misappropriated, and 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, misappropriate the Intellectual Property owned Rights of any Person. No proceeding is pending or licensed by Debtor threatened in writing which asserts that the conduct of the ProBiora3 Business infringes, misappropriates, or violates the Intellectual Property Rights of any Person. (d) To Seller’s Knowledge, no Acquired Intellectual Property is not being infringed by any third partyPerson. (e) All registrations with respect to Seller-Owned Registered Property Related to the ProBiora3 Business are valid and in force, and all applications to register any Seller-Owned Registered Intellectual Property Related to the ProBiora3 Business are pending and in good standing, all without (1) challenge, interference or opposition of any kind or (2) threat of challenge, interference or opposition of any kind. There is are no litigation facts or order pending or outstanding, or circumstances that would render any Seller-Owned Intellectual Property Related to the knowledge ProBiora3 Business invalid or unenforceable in any material respect, other than a potential 35 U.S.C. §101 (patentable subject matter) issue with some issued claims of DebtorU.S. ▇▇▇. No. 7,931,892 and U.S. ▇▇▇. No. 8,865,156 (from which U.S. Ser. No. 14/518,226 claims priority). (f) No director, threatenedofficer, that seeks stockholder, employee, agent or other representative of Seller owns or claims any rights in (nor has any of them made application for) any Acquired Intellectual Property. (g) Schedule 4.9(g) of the Disclosure Schedule sets forth a list of all Inbound IP Licenses necessary and sufficient for the conduct of the ProBiora3 Business. All Inbound IP Licenses listed on Schedule 4.9(g) of the Disclosure Schedule are included in the Acquired Intellectual Property. True, correct and complete copies of each Inbound IP License have been made available to limit Buyer. (h) Schedule 4.9(h) of the Disclosure Schedule sets forth a list of all Outbound IP Licenses Related to the ProBiora3 Business. Seller has made available to Buyer for review accurate and complete copies of all Outbound IP Licenses. (i) The transactions contemplated to be consummated under this Agreement as of the Closing: (A) will result in no material changes to any rights or challenge obligations of Seller under any Inbound IP License or that concerns Outbound IP License; (B) do not require the ownership, use, validity or enforceability consent of any Marks other party to such Inbound IP License or any Intellectual Property of Debtor. The consummation of the transactions contemplated hereby Outbound IP License; (C) will not result in a breach of or default under such Inbound IP License or Outbound IP License; and (D) will not otherwise cause such Inbound IP License or Outbound IP License to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the alteration, loss or impairment of Closing. (j) Seller has used commercially reasonable efforts to protect trade secret rights included in the validity, enforceability or Debtor’s right to own or use any of the Acquired Intellectual Property from unauthorized use or disclosure, has used commercially reasonable efforts to maintain materials protected by trade secret rights in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtorconfidence, and identified which software is ownedhas used commercially reasonable efforts to preserve their status as trade secrets. There have been no breaches by Seller or, otherwise used and/or licensed to Seller’s Knowledge, by the other party to the Contract, of any Contract between Seller and customers or otherwise distributed other third parties with respect to trade secrets. There has been no unauthorized use or disclosure of such trade secrets by Debtor to any third party, as the case may beSeller.

Intellectual Property. To (a) Seller owns or has the knowledge and belief right to use pursuant its ownership of Debtorthe Intellectual Property or pursuant to license, sublicense or other agreement 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 Intellectual Property used and/or necessary for the conduct current operation of the business Business. Each item of Debtor as currently conductedIntellectual Property owned or used by Seller immediately prior to the Closing hereunder will be owned or available for use by Purchaser on identical terms and conditions immediately subsequent to the Closing hereunder. All Seller has taken commercially reasonable action to maintain and protect each item of Intellectual Property that it owns or uses. (b) Except to the extent that the ownership of the ▇▇▇▇ “▇▇▇▇▇▇▇▇’▇ OCEAN CLUB” (Ser. No. 77/038135) is not otherwise limited by the U.S. Patent & Trademark’s Office initial refusal to register it under Section 2(d) of the ▇▇▇▇▇▇ Act 15 U.S.C. §1052(d), to the Knowledge of Seller, Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties, and Seller has not received any charge, complaint, claim, demand, opposition, cancellation, or notice alleging any such Marks interference, infringement, misappropriation, or violation (including any claim that Seller must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of Seller, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of Seller. (c) Section 3.17 of the Seller Disclosure Schedule identifies all Intellectual Property used by Seller and necessary in connection with the operation of the Business, including every trade name, service name, registered trademark, registered service ▇▇▇▇, unregistered trademark, unregistered service ▇▇▇▇, all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (includingcopyrightable works, including without limitation, timely filingsall photographs, proofs and payments of all feesphotographic negatives, photographic images (digital or otherwise), advertisements, ad copy, web layout and are valid design, web copy and enforceablecontent, menus, menu language and design, gift card design, artwork, architectural drawings and plans, lyrics and composition of music, sound recordings, videos and video images, all copyrights, all trade secrets, all domain names, all patents, all inventions, all trade dress, and are not subject assignable computer software. With respect to any filingsthe Intellectual Property, fees or other actions falling due within ninety including those items identified in Section 3.17 of the Seller Disclosure Schedule: (90i) days after the date hereof. Debtor owns or otherwise Seller possesses adequate licenses or other valid rights to useall right, sell title and licenseinterest thereto, free and clear of any and all adverse claims (including by current and former employees and contractors)Lien, lienslicense, 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 restriction of any claims kind or litigation andnature, except for those copyrighted works created or developed for or on behalf of Seller to use or that are useful in connection with the Business and for which Seller will use commercially reasonable efforts to obtain written assignments for as set forth in Section 5. 1(o); (ii) none are subject to any outstanding injunction, judgment, order, decree, ruling or charge; (iii) no action, suit, proceeding, hearing, investigation, charge, opposition, cancellation, complaint, claim or demand is pending or, to the knowledge Knowledge of DebtorSeller, no claims is threatened which challenges the legality, validity, enforceability, use or litigation have been alleged ownership thereof; (iv) Seller has never agreed to indemnify any Person for or threatened. Debtor has taken all reasonable steps against any interference, infringement, misappropriation, or other conflict with respect thereof; and (v) with respect to maintainregistered and common law service marks and trademarks, 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 none can be considered to be conducted does abandoned as that term is defined in 15 U.S.C § 1127, and Seller has not infringe or otherwise impair or conflict discontinued use of such marks with any intent not to resume such use, and (vi) with respect to the copyrightable works, none were created before March 1, 1989. (d) Section 3.17 of the Seller Disclosure Schedule identifies Intellectual Property that any third party owns and that Seller uses in connection with the Business pursuant to license, sublicense, agreement or other proprietary permission. Seller has delivered to Purchaser or personal rights shall deliver to Purchaser by Closing, correct and complete copies of all such licenses, sublicenses, agreements and permissions (as amended to date). With respect to each item of Intellectual Property that is owned by any third party, andincluding items that are identified in Section 3.17 of the Seller Disclosure Schedule: (i) Any license, sublicense, agreement or permission thereof is legal, valid, binding, enforceable and in full force and effect and Seller shall obtain such consents as are necessary to assign all such licenses, sub-licenses, agreements or permissions to Purchaser at Closing; (ii) to the knowledge Knowledge of DebtorSeller, no party to the license, sublicense, agreement or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification or acceleration thereunder; (iii) no party to the license, sublicense, agreement or permission has repudiated any provision thereof; (iv) to the Knowledge of Seller, the underlying item of Intellectual Property owned or licensed by Debtor is not being infringed by subject to any third party. There outstanding injunction, judgment, order, decree, ruling or charge; (v) to the Knowledge of Seller, no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is no litigation or order pending or outstanding, or to threatened which challenges the knowledge of Debtor, threatened, that seeks to limit or challenge or that concerns the ownership, uselegality, validity or enforceability of the underlying item of Intellectual Property; and (vi) Seller has never granted any Marks sublicense or any Intellectual Property of Debtor. The consummation of similar right with respect to the transactions contemplated hereby will not result in the alterationlicense, loss sublicense, agreement or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may bepermission.

Intellectual Property. 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 business of Debtor as currently conducted. All such Marks The Company (and all applications and registrations therefora) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses all right, title and interest in and to, or other valid rights has a right to use, sell and licenseall of the Intellectual Property Rights of the Business, free and clear of any and all adverse claims Encumbrances (including by current and former employees and contractorsother than Permitted Liens), liens, restrictions except where the failure to so own or other obligation to pay royalties, honoraria or other fees, any and all posses such Intellectual Property Rights would not reasonably be expected to have a Material Adverse Effect, (including without limitation b) has not received any written notice of any claim by any third party contesting the Marks) validity, enforceability, use or ownership of any material Intellectual Property Rights used in connection with the conduct of Business, nor to Seller’s or the business of Debtor Company’s Knowledge, is any such claim threatened, (c) except 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 andset forth on Schedule 4.12, to Seller’s or the knowledge of DebtorCompany’s Knowledge, no claims or litigation have been alleged or threatened. Debtor has taken all reasonable steps to maintainnot infringed, 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 misappropriated or otherwise impair or conflict conflicted in any material respect with any Intellectual Property or other proprietary or personal rights Rights of any third party, and(d) may exercise, to the knowledge of Debtor, the transfer or license its material Intellectual Property owned Rights without restriction or licensed by Debtor payment to a third party, (e) is not being infringed by obligated to transfer or license any material Intellectual Property Rights currently held or later obtained to a third party. There is no litigation , (f) takes reasonable steps to maintain the secrecy of Confidential Information from which the Company derives independent economic value, actual or order pending or outstandingpotential, or from the Confidential Information not being generally known, and (g) has made the necessary filings and recordations and has paid all required fees to the knowledge record and maintain its ownership of Debtor, threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Marks or any all material Registered Intellectual Property of Debtor. The consummation of the transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property Rights used in the conduct Business. All Intellectual Property Rights will be owned by or available for use by the Company immediately following the Closing on the same terms and conditions as currently owned or used. Schedule 4.12 sets forth a complete and correct list in all material respects of (i) all Registered Intellectual Property Rights owned by, filed in the name of, applied for by, or subject to a valid obligation of assignment to the Company (the “Company’s Registered Intellectual Property Rights”); (ii) all exclusive licenses and exclusive rights to the Company’s Intellectual Property Rights granted by the Company; (iii) all material, non-exclusive licenses and rights to the Company’s Intellectual Property Rights granted by the Company; (iv) all exclusive licenses and exclusive rights to Intellectual Property Rights granted to the Company; and (v) all material, nonexclusive licenses and rights to Intellectual Property Rights granted to the Company. To Seller’s and the Company’s Knowledge, there is no material breach of the business agreements relating to the grant of Debtor as currently conducted or proposed to be conductedthese licenses and rights. Debtor has made available to Secured Party a A complete list of all software (of the material Intellectual Property Rights, other than generally commercially availableTrade Secret Rights, non-customowned, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned possessed or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beCompany in the Business has been set forth in Schedule 4.12.

Intellectual Property. To the knowledge The Mykrolis Disclosure Schedule contains a complete and belief correct list of Debtorall material patents and registered trademarks, all Marks listed on Exhibit B for Debtor trade names, registered service marks, and registered copyrights, and all licenses held by such Debtor related to such Marks constitute all such rights that are required or reasonably necessary material applications for the conduct any of the business foregoing owned by Mykrolis and its Subsidiaries as of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereofof this Agreement. Debtor owns With such exceptions as, individually or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 aggregate, would not be reasonably likely to be conducted. No Marks have been within the preceding three (3) years or are now the subject of any claims or litigation anda Material Adverse Effect on Mykrolis, to the knowledge of DebtorMykrolis, no claims Mykrolis or litigation have been alleged one of its Subsidiaries is the sole owner of or threatened. Debtor has taken the right to use without the payment of any fee or royalty to any other person (other than pursuant to Mykrolis Material Contracts or other agreements the non-disclosure of which therein does not constitute a misrepresentation under Section 4.01(i)) all reasonable steps Intellectual Property necessary to maintain, police and protect the Marks owned or used in the operation of Debtor’s business. The conduct of Debtor’s business carry on their respective businesses substantially as currently conducted conducted. As of the date of this Agreement, neither Mykrolis nor any of its Subsidiaries has received any written notice that any material Intellectual Property owned by or planned exclusively licensed to be conducted does not infringe Mykrolis and/or its Subsidiaries has been declared unenforceable or otherwise impair invalid by any court or conflict with any Intellectual Property or other proprietary or personal rights governmental agency. As of any third partythe date of this Agreement, andthere is, to the knowledge of DebtorMykrolis, the no material existing infringement, misappropriation or other violation by others of any Intellectual Property owned by or exclusively licensed by Debtor is not being infringed by any third partyto Mykrolis and/or its Subsidiaries. There is no litigation or order pending or outstandingFrom January 1, or 2002 to the knowledge date of Debtorthis Agreement, 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use neither Mykrolis nor any of its Subsidiaries has received any written notice alleging that the Intellectual Property used in the conduct operation of the business of Debtor Mykrolis or any of its Subsidiaries either infringes, misappropriates or otherwise violates in any material respect the Intellectual Property rights of others. Neither Mykrolis nor any of its Subsidiaries is a party to any settlements, covenants not to s▇▇, consents, decrees, stipulations, judgments, or orders resulting from suits, actions or similar legal proceedings which (i) restrict the rights of Mykrolis or any of its Subsidiaries to use any Intellectual Property material to the business of Mykrolis or any of its Subsidiaries as currently conducted, (ii) restrict in any material respect the conduct of business of Mykrolis or any of its Subsidiaries as currently conducted or proposed in order to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to accommodate any third party’s Intellectual Property rights, as the case may beor (iii) permit third parties to use any material Intellectual Property owned by or exclusively licensed to Mykrolis or any of its Subsidiaries.

Intellectual Property. To (a) Section 5.20(a) of the Vistana Disclosure Schedule sets forth a complete and accurate list of all Vistana Registered Intellectual Property. All Vistana Registered Intellectual Property in jurisdictions where the Vistana Entities conduct the Vistana Business is subsisting and, to the knowledge of Vistana, valid and belief enforceable. No material Vistana Registered Intellectual Property has been finally adjudicated to be invalid or unenforceable. (b) One or more of Debtorthe Vistana Entities is the sole registered owner of all Vistana Registered Intellectual Property set forth in Section 5.20(a) of the Vistana Disclosure Schedule, free and clear of all Marks listed on Exhibit B for Debtor and Liens other than Permitted Liens. The Vistana Entities own or have valid rights to use all licenses held by such Debtor related to such Marks constitute all such rights that are required or reasonably Intellectual Property necessary for the conduct of the business Vistana Business in all material respects as now conducted. (c) To the knowledge of Debtor Vistana, except as currently conductedset forth in Section 5.20(c) of the Vistana Disclosure Schedule, neither the Vistana Entities nor the conduct of the Vistana Business infringes upon, misappropriates or otherwise violates any Intellectual Property of any third Person. All Except as set forth in Section 5.20(c) of the Vistana Disclosure Schedule, no Action is pending or, to the knowledge of Vistana, threatened (i) challenging the validity, enforceability, registration or ownership of any Vistana Registered Intellectual Property (except for office actions by the applicable Governmental Authorities in the normal course of prosecution efforts in connection with applications for the registration or issuance of Intellectual Property), or (ii) alleging that any Vistana Entity is infringing, misappropriating, diluting or otherwise violating any Intellectual Property of any third Person. (d) Except as set forth in Section 5.20(d) of the Vistana Disclosure Schedule, or as would not, individually or in the aggregate, reasonably be expected to result in any material Liability to the Vistana Entities (taken as a whole), (i) no Action is pending or threatened by the Vistana Entities alleging that any third Person is infringing, misappropriating, diluting or otherwise violating any Vistana Owned Intellectual Property, and (ii) to the knowledge of Vistana, no third Person is infringing, misappropriating, diluting or otherwise violating any Vistana Owned Intellectual Property. (e) The Vistana Entities have taken commercially reasonable measures, consistent with standard practices in the industry in which the Vistana Entities operate, to maintain and protect all of the material Vistana Owned Intellectual Property, including the confidentiality of all material trade secrets included in the Vistana Owned Intellectual Property. The Vistana Entities have executed valid written agreements with its past and present employees, consultants and independent contractors who have contributed to the development of material Vistana Owned Intellectual Property or who have been privy to any material trade secrets of the Vistana Entities, (i) pursuant to which such Marks employee, consultant or independent contractor presently assigns to a Vistana Entity of all its right, title and interest in and to such Intellectual Property developed in the course of such employment or retention, as applicable, and (ii) requiring each such Person to hold such trade secrets of the Vistana Entities in confidence, as applicable. To the knowledge of Vistana, no trade secret material to the Vistana Business as now conducted has been authorized to be disclosed or has actually been disclosed by any Vistana Entity to any third Person other than pursuant to a valid written non-disclosure or confidentiality agreement restricting the use and disclosure thereof. To the knowledge of Vistana, no employee, consultant or independent contractor of the Vistana Entities is in default or breach of any non-disclosure or confidentiality agreement, covenant or obligation. (f) The information technology and computer systems, including software, networks, hardware and related systems, owned by the Vistana Entities in the conduct of the Vistana Business, together with any such systems leased or licensed by the Vistana Entities (collectively, the “Vistana Systems”) (including any Vistana Systems to be provided pursuant to the Transition Services Agreement) are adequate and sufficient for the reasonably foreseeable needs of the Vistana Business as of the Effective Time. To the knowledge of Vistana, there has not been any failure with respect to any of the Vistana Systems that has resulted in a material disruption or material interruption in the operation of the Vistana Business that has not been remedied in all material respects. (g) During the last five (5) years, the Vistana Entities have complied in all material respects with (i) all applicable Privacy Laws, regulatory and self-regulatory guidelines, and published interpretations by Governmental Authorities of such Privacy Laws and guidelines and (ii) the then current Payment Card Industry Data Security Standard. Without limiting the foregoing, the Vistana Entities have used commercially reasonable efforts to comply with all Laws outside of the United States and Mexico which govern the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, or security of Personal Information and all applications such Laws or regulations governing breach notification, penalties and registrations thereforcompliance with orders. (h) A privacy policy regarding the Vistana Entities’ collection, storage, use and distribution of the Personal Information (i) of visitors to the Vistana Entities’ websites and (ii) as required by Law, of potential or actual customers of the Vistana Business, (hereafter, collectively, the “Vistana Privacy Policies”) is and has been posted and / or made accessible to individuals in accordance with applicable Law on each Vistana Entities’ website and/or through the Vistana Business and all such Vistana Privacy Policies are currently comprehensive and accurate. The Vistana Entities are in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees)the Vistana Privacy Policies, and are valid and enforceableover the last five (5) years been in compliance in all material respects with the Vistana Privacy Policies. This Agreement will not violate any of the Vistana Entities’ current internal privacy policies or the Vistana Privacy Policies. Except for disclosures of information required by Privacy Laws or authorized by the provider of Personal Information, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 as described 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 andVistana Privacy Policies, to the knowledge of DebtorVistana, no claims Vistana Entity has shared, sold, rented or litigation otherwise made available, and does not share, sell, rent or otherwise make available, to third Persons any Personal Information. (i) The Vistana Entities have been alleged implemented and maintain reasonable and appropriate business continuity and disaster recovery plans, procedures and facilities, consistent with industry practices of companies offering similar services to preserve the availability, security, and integrity of the Vistana Systems, and the data and information stored thereon, including data maintained on behalf of customers or threatened. Debtor has other individuals interacting or transacting with the Vistana Entities. (j) The Vistana Entities have taken all commercially reasonable steps organizational, physical, administrative and technical measures consistent with (i) standard practices in the industry in which the Vistana Entities operate, (ii) Privacy Laws, and (iii) statements regarding security practices in the Vistana Privacy Policies, to maintain, police and protect the Marks owned confidentiality of Personal Information and other critical data stored or used contained in Vistana Systems or transmitted thereby, including maintaining commercially reasonable policies and procedures intended to (A) prevent against unauthorized access, loss, theft, use, modification, disclosure or other misuse of Personal Information or critical data possessed by or otherwise subject to the operation control of Debtor’s businessthe Vistana Entities; (B) prevent the introduction of a virus into the Vistana Systems; and (C) prevent the taking and storing on-site and/or off-site of back-up copies of Personal Information or critical data. (k) There has been no material unauthorized access by third parties to (i) the Vistana Systems, (ii) Personal Information, or (iii) login credentials collected, held, or otherwise managed by or on behalf of the Vistana Entities. The conduct Vistana Systems operate and perform in all material respects as required to operate the Vistana Business. (l) There is no Action pending or, to the Knowledge of DebtorVistana, threatened by the Vistana Entities or against the Vistana Entities in each case relating to (i) any actual or alleged violation of the Vistana Privacy Policies or any Person’s business as currently conducted privacy, personal, or planned to be conducted does not infringe confidentiality rights thereunder, or otherwise impair (ii) any actual or conflict with any Intellectual Property or other proprietary or personal rights alleged violation of any third partyPrivacy Laws relating to the Vistana Entities’ collection, storage, use and distribution of the Personal Information of visitors to the Vistana Entities’ websites and potential or actual customers of the Vistana Entities. The Vistana Entities have not received notice from any Governmental Authority asserting any violation of, or indicating an intention to commence any Action with respect to any Laws (or any actual or alleged violation thereof) relating to the Vistana Entities’ collection, storage, use and distribution of the Personal Information. (m) The representations and warranties set forth in this Section 5.20 and, to the knowledge of Debtor, the extent relating to Intellectual Property owned or licensed by Debtor is not being infringed by any third party. There is no litigation or order pending or outstandingand privacy matters, or to Sections 5.12 and 5.27, constitute the knowledge sole and exclusive representations and warranties of Debtor, threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Marks or any Starwood regarding Intellectual Property of Debtor. The consummation of the transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beprivacy matters.

Intellectual Property. 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 Schedule 6.13 of the business of Debtor as currently conducted. All such Marks (Seller Disclosure Schedule contains a correct and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments complete list of all fees)Intellectual Property. Seller owns and possesses all right, title, and are valid interest in and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licenseIntellectual Property, free and clear of all Encumbrances, and no claim has been made or threatened by any third party against Seller contesting the validity, enforceability, use, or ownership of the Intellectual Property. Seller has, and all adverse claims (including by current immediately after the Closing Buyer will have, the right and former employees and contractors), liens, restrictions or other obligation authority to pay royalties, honoraria or other fees, any and all use the 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 Debtorthe Business as presently conducted. To Seller’s business. The conduct of Debtorand Selling Principal’s business as currently conducted or planned to be conducted Knowledge, such use does not and will not conflict with, infringe upon, or otherwise impair violate the proprietary rights of, any other Person. Neither Seller nor any of its officers, directors, shareholders, equity owners, agents, or employees have received any notice of, or are aware of, any fact which would indicate a likelihood of, any infringement of, misappropriation by, or conflict with any third party with respect to the Intellectual Property Property. To Seller’s and Selling Principal’s Knowledge, Seller has not infringed, misappropriated, or other otherwise engaged in any conduct which conflicted with any proprietary or personal rights of any third partyparties in the Intellectual Property, andnor are Seller or Selling Principal aware of any infringement, misappropriation, or conflict which will occur as a result of the continued operation of the Business as presently conducted. The Contemplated Transactions will not adversely affect Seller’s rights with respect 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 outstandingSeller’s ability to transfer to Buyer Seller’s right, or title, and interest in and to the knowledge of Debtor, threatened, that seeks Intellectual Property. All registrations relating 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used were validly issued and are currently in the conduct of the business of Debtor as currently conducted or proposed to be conductedfull force and effect. Debtor has made available to Secured Party a list of all software (other than generally commercially availableSeller and Selling Principal will execute such documents, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by DebtorContracts, and identified which software is owned, other instruments as may be necessary and will otherwise used and/or licensed cooperate with Buyer to have any such registrations assigned to Buyer or otherwise distributed by Debtor re-registered in Buyer’s name. Seller has not granted to any third partyparty any license, as right, or other interest in the case may beIntellectual Property. Seller has taken all action necessary or appropriate to protect its rights with respect to the Intellectual Property, and will continue to preserve and protect its rights in the Intellectual Property prior to the Closing.

Intellectual Property. (a) Part 3.16(a) of the Disclosure Schedule sets forth a complete and accurate list of all registrations or issuances of Company Intellectual Property, or applications therefor, filed with any governmental agency. Except as set forth in Part 3.16(a) of the Disclosure Schedule, all of the foregoing are held of record solely in the name of the Seller, free and clear of all Encumbrances and the Seller is the sole owner of, or has a valid license to exploit without restriction, all Company Intellectual Property. To the knowledge Knowledge of the Seller, EnStructure and belief of Debtorthe Parent, 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees), and are Company Intellectual Property is valid and enforceable, and are not subject no claim has been made, notice given or dispute arisen to that effect. (b) Part 3.16(b) of the Disclosure Schedule sets forth a complete and accurate list of all Licenses related to any filingsIntellectual Property, fees and specifying whether the Seller is the licensee or other actions falling due within ninety licensor thereunder. The Licenses are valid and binding obligations of the Seller, enforceable in accordance with their terms, and there exists no event or condition which will result in a breach (90or allegation of breach) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all adverse claims such License. (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 Marksc) used in the The conduct of the business Business of Debtor the Seller 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 anticipated to be conducted does not infringe infringe, misappropriate, dilute or otherwise impair or conflict with violate any Intellectual Property or other proprietary or personal rights right of any third party, andand no claim has been made, notice given or dispute arisen to that effect. Except as set forth in Part 3.16(c) of the knowledge of DebtorDisclosure Schedule, the Seller owns or is licensed under all Intellectual Property owned necessary for the operation of the Business of the Seller as currently conducted and as anticipated to be conducted. (d) There are no settlements, forbearances to ▇▇▇, consents, judgments, or licensed by Debtor is not being infringed by orders or similar obligations, other than the Licenses, that do or may: (i) restrict the Seller’s rights to use any Company Intellectual Property; (ii) restrict the conduct of the Business of the Seller in order to accommodate a third party’s Intellectual Property; or (iii) permit third parties to use any Company Intellectual Property. (e) No Trade Secret has been disclosed to any third party. There is no litigation or order pending or outstanding, or other than pursuant to written non-disclosure agreements. (f) The execution of, the knowledge of Debtordelivery of, 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 hereby Transactions will not result in the alteration, any loss or impairment of the validity, enforceability or DebtorSeller’s right rights to own or use any of the Company Intellectual Property used in Property, or of any License to which the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party Seller is a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may be.

Intellectual Property. To The Company and the knowledge Subsidiaries have valid, binding 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate enforceable licenses or other valid rights or clear title to useall patents, sell patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and licenseother 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, free and clear of any and all 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 the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (including without limitation the Markswritten or otherwise) 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 that 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 Debtorof, the Intellectual Property owned Rights has expired, terminated or licensed by Debtor is not being infringed by any third party. There is no litigation or order pending or outstandingbeen abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. 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 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 Debtorthe Company and its Subsidiaries, threatenedall 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, that seeks to limit 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 challenge or that concerns any similar foreign patent office (collectively, the ownership, use, validity or enforceability “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 Marks or 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 Debtor. The consummation of the transactions contemplated hereby will not result all patents and patent applications included in the alteration, loss or impairment Intellectual Property Rights have been recorded with Patent Offices as required; and there is no existing infringement by another Person of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used 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 conduct of the business of Debtor as currently conducted or proposed aggregate, reasonably be expected to be conducted. Debtor has made available to Secured Party have a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beMaterial Adverse Effect.

Intellectual Property. To the knowledge Schedule 5.13 is a complete and belief correct list of Debtor, all Marks listed on Exhibit B for Debtor and all licenses held Proprietary Rights owned or used by such Debtor related to such Marks constitute all such rights that are required or reasonably necessary for the conduct any of the business Seller Parties in connection with the operation of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (the Practice, including, without limitation, timely filings, proofs all trade or corporate names used by any of the Seller Parties and payments all licenses and other rights granted by any of all fees), and are valid and enforceable, and are not subject the Seller Parties to any filingsthird party with respect to Proprietary Rights and licenses and other rights granted by any third party to any of the Seller Parties with respect to Proprietary Rights. Except as set forth on Schedule 5.13, fees or other actions falling due within ninety (90a) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licenseSeller Parties own, free and clear of all Liens, or have a valid license to use, all of the Proprietary Rights necessary for the operation of the Practice as presently conducted; (b) to the Knowledge of the Seller Parties, no claim by any third party contesting the validity, enforceability, use or ownership of any such Proprietary Rights has been made, is currently outstanding or threatened, and all adverse there is no reasonable basis for any such claim; (c) none of the Seller Parties nor any registered agent of any of the Seller Parties has received any notices of, or is aware of any reasonable basis for an allegation of, any infringement or misappropriation by, or conflict with, any third party with respect to such Proprietary Rights, nor has any of the Seller Parties, or, to the Knowledge of the Seller Parties, any registered agent of any of the Seller Parties received any notices of claims (including by current and former employees and contractors), liens, restrictions of infringement or misappropriation of or other obligation to pay royalties, honoraria or other fees, conflict with any Proprietary Rights of any third party; and all Intellectual Property (including without limitation the Marksd) used in the conduct none of the business Seller Parties has infringed, misappropriated or otherwise violated any Proprietary Rights of Debtor any third parties, nor is aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the Practice as presently conducted or as currently conducted or proposed to be conducted. No Marks Except as set forth on Schedule 5.13, the Seller Parties do not store or have access to any credit card (or similar) payment information or social security numbers (or equivalent). To the Knowledge of the Seller Parties, there has been within no unauthorized access to, acquisition, use or disclosure or breach of the preceding three (3) years or are now the subject security of any claims or litigation and, data to which the knowledge of Debtor, no claims or litigation Seller Parties 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beaccess.

Intellectual Property. To (a) With respect to the knowledge and belief of DebtorTransferred Registered Intellectual Property, 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 Section 1.1(f) of the business Seller Disclosure Letter sets forth, as of Debtor as currently conductedthe date of this Agreement, (i) the application or registration number, title, owners or registrants and the jurisdiction of filing or application and (ii) the status of such items listed thereon. All necessary documents and certificates currently due for filing as of the date hereof in connection with any such Marks (and all applications and registrations therefor) are currently in compliance in all material respects Transferred Registered Intellectual Property have been filed with all legal requirements (includingthe relevant patent, without limitationcopyright, timely filings, proofs and payments of all fees), and are valid and enforceable, and are not subject to any filings, fees trademark or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 authorities in the conduct of the business of Debtor as currently conducted United States 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third partyforeign jurisdictions, as the case may be, for the purposes of maintaining such Transferred Registered Intellectual Property. Seller has used reasonable best efforts and acted in good faith to identify in Section 1.1(f) of the Seller Disclosure Letter all Registered Intellectual Property of Seller primarily used or primarily held for use in the Business, including all Patents and Patent applications that relate primarily to the Business or the Business Products using the methodology set forth on Annex 3.10(a) attached hereto. (b) Each item of Transferred Registered Intellectual Property is subsisting and, to Seller’s Knowledge, is not invalid or unenforceable. No Proceeding to which Seller or one of its Subsidiaries is a party (other than office actions in connection with the application for, or prosecution of, any Transferred Registered Intellectual Property) is pending or, to the Knowledge of Seller, threatened, by or before any Governmental Entity, that challenges the legality, validity, enforceability, registration, use or ownership of any Transferred Registered Intellectual Property or other material Transferred Intellectual Property, or that challenges the ownership or use of any material Transferred Technology. (c) Seller or one of its Subsidiaries exclusively owns all Transferred Intellectual Property Rights free and clear of all Liens, other than Permitted Liens and subject to the foregoing, all such Transferred Intellectual Property Rights are, and immediately following the Closing will be, fully transferable, alienable licensable and, to Seller’s Knowledge, enforceable by the Purchaser or its applicable Subsidiary without restriction and without material payment of any kind to any third Person; in each case, except as would not reasonably be expected to be, individually or in the aggregate, material to the Business. Neither Seller nor any of its Subsidiaries has granted or transferred (or is obligated to grant or transfer) to any Person or has permitted (or is obligated to permit) any Person to retain any ownership interest, including any joint ownership interest, or any exclusive rights in, any Transferred Intellectual Property Rights material to the conduct of the Business. No Governmental Entity or educational institution has, as a result of funding provided by such Governmental Entity or educational institution, obtained any right to any Intellectual Property Rights material to the conduct of the Business. For clarity, payment from a Governmental Entity or educational institution to Seller or any of its Subsidiaries in consideration for purchase of, non-exclusive license to, or subscription to the Business Products will not be deemed “funding” under this Section 3.10(c). (d) No Proceedings are pending, and, to Seller’s Knowledge, no Proceeding is threatened against Seller or any of its Subsidiaries, alleging that any part of the Business or the Business Products are infringing, misappropriating, diluting or otherwise violating the Intellectual Property Rights of any Person, except as would not reasonably be expected to be, individually or in the aggregate, material to the Business. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Business, (i) neither any Business Product (when used by or as authorized by Seller) nor the conduct of the Business, as conducted at any time on or after April 2, 2016, has infringed, violated, or misappropriated any Intellectual Property Rights of any Person or constituted unfair competition or unfair trade practices, (ii) to Seller’s Knowledge, no Person is infringing, misappropriating, diluting, using in an unauthorized manner or otherwise violating any rights in respect of Transferred Intellectual Property Rights and (iii) since April 2, 2016, neither Seller nor any of its Subsidiaries has instituted or threatened in writing to institute any Proceeding against any Person alleging such Person is infringing, misappropriating, diluting, using in an unauthorized manner or otherwise violating any Transferred Intellectual Property Rights. (e) In each case in which Seller or any of its Subsidiaries has engaged or hired an employee, consultant or contractor who develops or creates Seller or any of its Subsidiaries any Business Product or material Transferred Technology, Seller or such Subsidiary has obtained, either by operation of Law or by valid assignment or transfer exclusive ownership of all Intellectual Property Rights in such Transferred Technology or Business Product, except where the absence of that assignment or transfer would not reasonably be expected to be, individually or in the aggregate, material to the Business. Seller and each of its Subsidiaries have taken commercially reasonable actions to maintain (and continue to maintain), as confidential, and to reasonably protect, all Trade Secrets relating to the Business, except (i) where Seller or one or more of its Subsidiaries has made a reasonable business decision to no longer maintain a particular item of information or Technology as a Trade Secret, or (ii) except as would not reasonably be expected to be, individually or in the aggregate, material to the Business. To Seller’s Knowledge, there has been no unauthorized disclosure or use of, or access to, Transferred Technology, information or materials that Seller maintains or intended to maintain as a Trade Secret relating to the Business, except as would not reasonably be expected to be, individually or in the aggregate, material to the Business. (f) Without limiting the generality of Section 3.10(e), each employee of, or consultant or contractor to, Seller or any of its Subsidiaries has executed a valid and binding agreement (i) if such individual has developed or created for Seller or any of its Subsidiaries any element of a Business Product or any other material Transferred Technology, assigning to Seller or the relevant Subsidiary of Seller all Intellectual Property Rights (except as limited by applicable Law) created by, or that arise as a result of the work of such employee of, or consultant or contractor to, Seller or any of its Subsidiaries, and (ii) requiring such employee, consultant or contractor to maintain as confidential all confidential information and Trade Secrets of Seller or its Subsidiaries relating to the Business (including confidential information or Trade Secrets disclosed to Seller or any of its Subsidiaries by a third Person), except in each case as would not reasonably be expected to be, individually or in the aggregate, material to the Business. (g) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business, neither Seller nor any of its Subsidiaries has distributed any Software or database under an Open Source License in a manner that would require any Transferred Technology (i) to be disclosed or distributed in Source Code form, (ii) to be licensed for purposes of preparing derivative works or (iii) to be redistributed at no charge. Seller and its Subsidiaries are and have been in compliance with all Open Source Licenses to which they are subject except where a failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the Business. (h) Section 3.10(h) of the Seller Disclosure Letter contains a complete and accurate list of, and Seller has made available to Purchaser true and complete copies of all material Business Contracts pursuant to which Seller or any of its Subsidiaries (i) grants any license, covenant not to assert, release, agreement not to enforce or prosecute, or other immunity to any Person under or to any Transferred Intellectual Property Rights, or (ii) is granted a license, covenant not to assert, release, agreement not to enforce or prosecute, or immunity to or under, any Person’s Intellectual Property Rights that, in the case of each of clauses (i) and (ii) above, is not (A) a Material Customer Agreement, (B) a Material Supplier Agreement, (C) a Material Reseller Agreement, (D) a Material Distributor Agreement, (E) a Material Government Entity Customer Agreement, (F) a Non-Scheduled License or (G) material to the Business (the foregoing, the “IP Contracts”). (i) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Business, neither the execution and delivery of this Agreement nor the consummation of the Transactions will result in (i) a breach, violation, modification, cancellation, termination, or suspension of any IP Contract, (ii) the release of any Source Code included in the Transferred Technology or (iii) the grant (or requirement to grant) to any Person of any license, covenant not to assert, release, agreement not to enforce or prosecute, or other immunity to or under any Transferred Intellectual Property Rights. To Seller’s Knowledge, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, by the express terms of any Contracts to which Seller or any of its Subsidiaries is a party (but to which Purchaser and its affiliates are not) result in the grant (or requirement to grant) to any Person of any license, covenant not to assert, release, agreement not to enforce or prosecute, or other immunity by or on behalf of Purchaser or any of its Subsidiaries with respect to any Intellectual Property Rights of Purchaser or any of its Subsidiaries. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Business, (1) all IP Contracts shall remain in full force and effect following the Closing in accordance with their terms (other than terminations or expirations occurring in the ordinary course of business) and (2) immediately after the Closing, Purchaser will be entitled to exercise all of Seller’s or its applicable Subsidiaries’ respective rights under all IP Contracts to the same extent as prior to the Closing.

Intellectual Property. To the knowledge (a) All granted and belief of Debtorissued patents, all Marks listed on Exhibit B for Debtor copyright registrations, and registered trademarks and service marks and all licenses copyrights held by such Debtor related Seller are valid, enforceable and subsisting. Seller has the exclusive right to such Marks constitute all such rights that are required or reasonably necessary for the conduct of the business of Debtor as currently conducted. All such Marks (file, prosecute and maintain all applications and registrations thereforwith respect to the Intellectual Property. (b) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments None of all fees), and are valid and enforceable, and are not the Intellectual Property is subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear Lien in favor of any third party other than Liens resulting from the FNF Secured Loans and the Homemark Secured Loans (which Liens shall be released at or prior to Closing) and Seller owns all adverse claims (including by current right, title and former employees interest therein 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 thereto and, to the knowledge of DebtorSeller's knowledge, no other Person has any right, title or interest in or to any of the Intellectual Property. None of Seller's rights in or to any of the Intellectual Property shall be adversely affected by its execution or delivery of this Agreement or by the performance of its obligations hereunder. No claims or litigation with respect to any Intellectual Property have been alleged asserted or, to Seller's knowledge, threatened by any Person against Seller. No use of any of the Intellectual Property by any Person (including Seller) constitutes or threatenedhas constituted an unauthorized use, infringement, misappropriation or other violation of the Intellectual Property of any other Person and no valid grounds exist for any claims against Seller or any such Person with respect to any Intellectual Property. Debtor Without limiting the generality of the foregoing, no Person ever employed or otherwise engaged by Seller has asserted or, to Seller's knowledge, threatened any claim against Seller relating to any Intellectual Property. To Seller's knowledge, there has not been, nor is there presently, any unauthorized use, infringement, misappropriation or violation of any of the Intellectual Property by any Person. Seller has the full and exclusive right to possess, use, copy, distribute, display, transfer and license all of the Intellectual Property. (c) No Intellectual Property is subject to any outstanding order, award, decision, injunction, judgment, decree, stipulation or agreement in any manner restricting the transfer, use, enforcement or licensing thereof by Seller. Seller has not entered into any agreement to indemnify any other Person against any charge of infringement of any Intellectual Property. Seller has not entered into any agreement granting any third party the right to bring infringement actions with respect to, or otherwise to enforce rights with respect to, any of the Intellectual Property. (d) Seller has paid all material fees, annuities and all other payments which have heretofore become due to any Governmental Authority with respect to the Intellectual Property and has taken all steps reasonable steps and necessary to maintain, police prosecute and protect maintain the Marks owned same. (e) Seller has not transferred its title in 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 Property. Seller has not permitted any Person to utilize any Intellectual Property. (f) Seller's use of any third party, and, to the knowledge of Debtor, the Intellectual Property owned or licensed is pursuant to valid and binding licenses and the execution and delivery by Debtor is not being infringed by any third party. There is no litigation or order pending or outstanding, or to Seller of this Agreement and 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 hereby will shall not result alter or impair any such licenses. No Consent shall be required in connection with the alteration, loss or impairment transfer of the validity, enforceability or Debtor’s right such licenses to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed Buyer pursuant to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may bethis Agreement.

Intellectual Property. 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefora) are currently in compliance in all material respects with all 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 date hereof. Debtor The Seller owns or otherwise possesses adequate licenses or other valid rights has the right to use, sell and license, free and clear of any and all adverse claims (including by current and former employees and contractors), liens, restrictions or other obligation use pursuant to pay royalties, honoraria or other fees, any and an Enforceable Contractual Obligation 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 necessary for or used in the operation of Debtor’s businessthe Business as presently conducted and as presently proposed to be conducted. Subject to obtaining all necessary consents as disclosed in (S) 3.17 of the Disclosure Schedule and subject to (S) 2.9 hereof, each item of Acquired Intellectual Property will be owned or available for use by the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. The Seller has taken all necessary and desirable action to maintain and protect each item of Intellectual Property that the Seller owns or uses in the conduct of Debtor’s business as currently conducted or planned to be conducted does the Business. (b) The Seller has not infringe interfered with, infringed upon, misappropriated, or otherwise impair or come into conflict with any Intellectual Property rights of third parties in connection with the conduct of the Business, and there has never been any charge, complaint, claim, demand, or other proprietary notice alleging any such interference, infringement, misappropriation, or personal violation (including any claim that the Seller must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of the Selling Parties, andno third party has interfered with, to the knowledge of Debtorinfringed upon, the Intellectual Property owned or licensed by Debtor is not being infringed by any third party. There is no litigation or order pending or outstandingmisappropriated, 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 otherwise come into conflict with any Intellectual Property of Debtor. The consummation rights of the transactions contemplated hereby will not result in Seller relating to the alteration, loss or impairment conduct of the validityBusiness. (c) Section 3.10(c) of the Disclosure Schedule identifies each patent or registration which has been issued to the Seller with respect to the Acquired Intellectual Property, enforceability identifies each pending patent application or Debtor’s right application for registration which has been made with respect to own the Acquired Intellectual Property, and identifies each license, agreement, or use other permission which the Seller has granted to any third party with respect to any of the Acquired Intellectual Property (together with any exceptions). The Seller will make available to the Buyer correct and complete copies of all such patents, registrations, applications, licenses, agreements, and permissions (as amended to date) and has made available to the Buyer correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item. Section 3.10(c) of the Disclosure Schedule also identifies each trade name or unregistered Trademark used by the Seller in the conduct of the business Business. (d) Section 3.10(d) of Debtor as currently conducted the Disclosure Schedule identifies each item of Acquired Intellectual Property that any third party owns and that the Seller uses or proposed could use pursuant to be conductedan existing Contractual Obligation. Debtor The Seller has made available delivered to Secured Party a list the Buyer correct and complete copies of all software such Contractual Obligations (other than generally commercially availableas amended to date). (e) To the Knowledge of the Selling Parties, non-customthe Seller would not interfere with, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtorinfringe upon, and identified which software is ownedmisappropriate, otherwise used and/or licensed or otherwise distributed by Debtor come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of the Business as presently conducted. (f) Notwithstanding the foregoing provisions of this (S) 3.10, the Selling Parties make no representation or warranty in this (S) 3.10 with respect to the effect of any third party, as Contractual Obligation marked with an asterisk on (S) 3.10(c) or (S) 3.10(d) of the case may beDisclosure Schedule.

Intellectual Property. 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefora) are currently in compliance in all material respects with all 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 date hereof. Debtor Seller owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 Liens the Transferred Intellectual Property (including without limitation and the Marks) used in the conduct consummation of the business Acquisition will not conflict with, alter or impair any such rights in any material respect. (b) As 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 Debtordate hereof, no claims or litigation have been alleged or threatened. Debtor has taken all reasonable steps to maintainare pending before any court, 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 arbitrator or other proprietary tribunal, or personal rights of before any third partyadministrative law judge, andhearing officer or administrative agency or, to the knowledge Seller’s Knowledge, threatened in writing, against Seller or any of Debtor, the Intellectual Property owned or licensed by Debtor is not being infringed its Affiliates by any third party. There is no litigation or order pending or outstanding, or Third Party with respect 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 Transferred Intellectual Property or Licensed Intellectual Property. (c) Seller has not granted any options, licenses or agreements relating to the Transferred Intellectual Property or, with respect to Zuplenz in the Territory, relating to the Licensed Intellectual Property, except non-exclusive implied licenses to end-users in the ordinary course of Debtorbusiness. The consummation As of the transactions contemplated hereby will date hereof, Seller is not result bound by or a party to any material options, licenses or agreements of any kind for intellectual property of any Third Party relating to Zuplenz in the alterationTerritory, loss except for the Transferred Contracts. (d) To Seller’s Knowledge, no Third Party is infringing or impairment of the validity, enforceability violating or Debtor’s right to own or use misappropriating any of the Transferred Intellectual Property used or any Licensed Intellectual Property exclusively licensed to Seller, or has made any claim of ownership or right to any Transferred Intellectual Property or such Licensed Intellectual Property. Seller has neither asserted nor threatened in writing any action or claim against any Third Party involving or relating to any Transferred Intellectual Property or such Licensed Intellectual Property. Seller has not received any written request from any Third Party that Seller enter into a license with respect to any Third Party intellectual property right in relation to Zuplenz, the Acquired Assets or the Intended Use of Zuplenz in the conduct Territory. (e) To Seller’s Knowledge, the Intended Use of each of Zuplenz in the business Territory does not infringe or violate or constitute a misappropriation of Debtor as currently conducted any intellectual property of any Third Party. Seller has not received any written claim or proposed notice alleging any such infringement, violation or misappropriation. (f) There is no pending or, to be conducted. Debtor has made available to Secured Seller’s Knowledge, threatened claim, interference, opposition or demand of any Third Party a list challenging the ownership, validity or scope of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beTransferred Intellectual Property.

Intellectual Property. To (a) The Transferred Entities own, or have a license or right to use, 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 Intellectual Property Rights necessary for the conduct of the business Business; provided, however, that the foregoing is not a representation of Debtor non-infringement of the Intellectual Property Rights of another Person, which representation is solely set forth in the first sentence of Section 3.9(c) below. Section 3.9(a)(i) of the Sellers Disclosure Letter sets forth a true and complete list of all Registered Intellectual Property included in the Business Intellectual Property (the “Business Registered Intellectual Property”), setting forth as to each item, if applicable: the owner of record, jurisdiction of application and/or registration, and the date of application and/or registration. The Business Registered Intellectual Property is subsisting, and to the Knowledge of Sellers, valid and enforceable. Except as set forth in Section 3.9(a)(ii) of the Sellers Disclosure Letter, there are no oppositions, cancellations, invalidity proceedings, interference or re-examinations, or any other proceedings challenging the scope, validity, registrability or ownership of any Business Registered Intellectual Property currently pending, or, to the Knowledge of Sellers, threatened in writing, against the Transferred Entities (other than office actions or similar communications issued by any Governmental Entity in the ordinary course of prosecution of any pending applications for registration of any such Business Registered Intellectual Property). Except as set forth in Section 3.9(a)(iii) of the Sellers Disclosure Letter, the Transferred Entities exclusively own the entire right, title and interest in and to the Business Registered Intellectual Property free and clear of all Liens except Permitted Liens. (b) Except as set forth in Section 3.9(b) of the Sellers Disclosure Letter, no Business Intellectual Property is subject to any outstanding judgment, injunction, order, decree or agreement that restricts the use thereof by the Transferred Entities or that would be reasonably be expected to restrict the use thereof by the Transferred Entities following the Closing. (c) Except as set forth in Section 3.9(c) of the Sellers Disclosure Letter, to the Knowledge of Sellers, the conduct of the Business as currently conductedconducted has not and does not infringe, misappropriate or violate any Intellectual Property Rights of any other Person. All Except as set forth in Section 3.9(c) of the Sellers Disclosure Letter, neither of the Transferred Entities has received, since January 1, 2012, any written claim or demand, nor are there any pending Actions: (i) alleging infringement or misappropriation of any Intellectual Property Rights of any other Person or (ii) challenging the use, ownership, enforceability or validity of any of the Business Intellectual Property. (d) Except as set forth in Section 3.9(d) of the Sellers Disclosure Letter, to the Knowledge of Sellers, no Person is currently infringing, misappropriating or violating any Business Intellectual Property. (e) The Transferred Entities currently take commercially reasonable security measures to protect the confidentiality of all material Business Intellectual Property, including the secrecy and confidentiality of their trade secrets. Each current employee and consultant of, and any former employee or consultant employed by, a Transferred Entity since January 1, 2014 has executed a confidentiality agreement and invention assignment or an employment or consulting agreement maintaining confidentiality in any material trade secret or material confidential information of the Transferred Entities and assigning to the applicable Transferred Entity any rights in the Business Intellectual Property invented by such Marks employee or consultant and embodied in one of the Products as it exists as of the date of this Agreement. (f) To the Knowledge of Sellers, there were no material defects of form in the preparation or filing of the patent applications that are part of the Business Registered Intellectual Property. To the Knowledge of Sellers, Sellers and all applications and registrations therefor) are currently in compliance Transferred Entities have complied in all material respects with all legal requirements the United States Patent Office (including, without limitation, timely filings, proofs “USPTO”) duty of candor 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 disclosure as required under 37 C.F.R. § 1.56 for the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 each of the business of Debtor as currently conducted or proposed to be conducted. No Marks have been within the preceding three (3) years or U.S. patents and patent applications that 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 part of the transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Business Registered Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beProperty.

Intellectual Property. To SCHEDULE 5.9 contains a true and correct list of the knowledge Intellectual Property used or contemplated for use by Seller, containing a brief description of each item of Intellectual Property and belief the nature of DebtorSeller's interest therein. The Acquired Assets include and, all Marks listed on Exhibit B for Debtor upon the purchase of those assets, Purchaser will own or have the uncontested right to use all, patents, designs, art work, designs-in-progress, formulations, know-how, inventions, trademarks, trade names, trade styles, service marks, copyrights, manufacturing processes, and all licenses held by such Debtor related to such Marks constitute all such rights that are required confidential or reasonably proprietary information necessary for the conduct of the business of Debtor Business as currently presently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (includingNo claim is pending or, without limitation, timely filings, proofs and payments to the best of all fees)Seller's knowledge threatened, and are valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 Seller has received no notice that the conduct of the business of Debtor as currently conducted or proposed to be conducted. No Marks have been within the preceding three Business (3) years or are now the subject including without limitation, Seller's use of any claims Intellectual Property) infringes upon 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 conflicts with any Intellectual Property or other proprietary or personal rights of claimed therein by any third party, andnor is Seller aware of any unasserted claim the assertion of which is probable. No use by Seller of any Intellectual Property licensed to it violates the terms of any agreement pursuant to which it is licensed. No claim is pending, or to the best of Seller's knowledge of Debtorthreatened, the which alleges that any Intellectual Property owned or licensed by Debtor Seller or which Seller otherwise has the right to use is invalid or unenforceable by Seller, nor is Seller aware of any such claim that is unasserted, but the assertion of which is probable. Except as set forth on SCHEDULE 5.9, Seller does not being infringed manufacture products which are the subject of patents, patent applications, copyrights, copyright applications, trademarks, trademark applications, trade styles, service marks, or trade secrets owned by or licensed from third parties. Except as shown on SCHEDULE 5.9, no royalties or fees are payable by Seller to anyone for use of the Intellectual Property. True, correct, and complete copies of all agreements (including without limitation the License for Proprietary Pigment Technologies dated September 1, 1986 between Seller and Industrial Progress, Inc., including any and all addenda, amendments, supplements and modifications thereto (the "License Agreement")) pursuant to which Seller has any license or right to use any Intellectual Property, are attached to SCHEDULE 5.9. All such agreements are in full force and effect and there are no existing defaults or events of default, real or claimed, or events which with or without notice or lapse of time or both would constitute defaults under such agreements that would give the non-defaulting party a right to terminate such agreement or a right to receive any payment pursuant to such agreement. Except for the obligation to pay future royalties on the sale of licensed products and minimum royalties under the License Agreement, all other financial obligations or obligations to issue stock options or equity under the terms of the License Agreement have been satisfied and no other such obligations of either kind of Seller remain outstanding. Seller has not received any notice that the manufacture, use, or sale by Seller of its products, or any component or part thereof, nor any manufacturing operation or machinery employed by Seller, violates or infringes upon any claims of any United States or foreign patent or patent application owned or held by any third party. There , nor 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 Seller aware of any Marks or any unasserted claim the assertion of which is probable. All Seller's Intellectual Property of Debtor. The consummation of the transactions contemplated hereby will not result in the alterationand registrations, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtorapplications, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor agreements related thereto are fully assignable to Purchaser without the consent of any third party, party except as the case may beshown on SCHEDULE 5.9.

Intellectual Property. To (a) Section 4.12(a)(i) of the knowledge Seller Disclosure Letter sets forth all Registered Intellectual Property included in the Equity Intellectual Property and belief Section 4.12(a)(ii) of Debtorthe Seller Disclosure Letter sets forth all Registered Intellectual Property included in the Transferred Intellectual Property, and includes for each listed item (A) as applicable, the jurisdiction, serial/application number, patent or registration number, filing date, and issuance or registration date, and (B) as applicable, the owner of record or applicant. Except as disclosed in Section 4.12(a)(iii) of the Seller Disclosure Letter, with respect to each item of Registered Intellectual Property that is required to be identified in Sections 4.12(a)(i) and (ii) of the Seller Disclosure Letter: (x) the applicable Seller Participant is the sole owner and possesses all Marks listed on Exhibit B for Debtor right, title, and all licenses held by such Debtor related interest in and to such Marks constitute all such rights that are required item in the listed country or reasonably necessary for the conduct of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licensejurisdiction, free and clear of all Liens (other than Permitted Liens) and (y) the Seller Participants have not granted to any and all adverse claims (including by current and former employees and contractors)Person any license, liens, restrictions option or other obligation rights in or to pay royaltiessuch item; and no Seller Participant has received written notice of any pending or threatened action, honoraria suit, proceeding, hearing, investigation, charge, complaint, claim or demand that challenges the legality, validity, enforceability, registration, ownership or use of such item in the listed country or jurisdiction, except for office actions issued in the ordinary course by the U.S. Patent and Trademark Office or any similar office in any foreign jurisdiction. (b) Except as set forth in Section 4.12(b)(i) of the Seller Disclosure Letter, the Seller Participants have such ownership of, or other feesrights by a valid and enforceable license or other agreement to use, any and all Intellectual Property (including without limitation the Marks) that is necessary for or actually used in the conduct of the business of Debtor Business as currently conducted or proposed to be conductedin all material respects. No Marks have been within Except as set forth in Section 4.12(b)(ii) of 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 DebtorSeller Disclosure Letter, the Intellectual Property owned or licensed by Debtor is not being infringed by any third party. There is no litigation or order pending or outstandingexecution and performance of this Agreement and the Ancillary Agreements, or to and 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 hereby and thereby, will not result in the alteration, loss or impairment of, or give rise to any right of any third Person to terminate, the validity, enforceability or Debtor’s right of Buyer to own or use any of the Transferred Intellectual Property, the Equity Intellectual Property, or the Third Party Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having Software licenses and Software used by Seller on behalf of the Business in performing its obligations under the Transition Services Agreement) nor require the consent of any Governmental Entity or any third Person in respect of any such Intellectual Property, except as would not, either individually or in the aggregate, have or be reasonably likely to have a retail acquisition price Material Adverse Effect. Except as set forth in Section 4.12(b)(iii) of less than $5,000the Seller Disclosure Letter, there are no actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands or litigation pending or, to the Knowledge of Seller, threatened in writing by any person against any Seller Participant alleging that any of the Transferred Entities, Transferred Subsidiaries or the conduct of the Business infringes, misappropriates, dilutes or otherwise violates the Intellectual Property rights of any other Person. Except as set forth in Section 4.12(b)(iv) of the Seller Disclosure Letter, to the Knowledge of Seller, no Person is infringing, misappropriating, diluting or otherwise violating any of the Transferred Intellectual Property, Equity Intellectual Property or the Excluded Intellectual Property that is owned to be licensed to Buyer in accordance with Section 6.13(b). (c) The Seller is taking or has taken all material actions that it reasonably believes are necessary to maintain and protect each item of Transferred Intellectual Property or Equity Intellectual Property consistent with the actions that Seller takes with respect to similar Intellectual Property used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beheld for use in its retained business.

Intellectual Property. To a) Seller or one of its Affiliates owns exclusively all right, title and interest in and 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licenseAssigned Intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances. Seller and its Affiliates have not received any notice or claim challenging Seller’s or any of its Affiliates’ ownership of any Assigned Intellectual Property or suggesting that any other Person has any claim of legal or beneficial ownership or exclusive rights with respect thereto, nor to Seller’s knowledge is there a reasonable basis for any claim that Seller or its Affiliates, as applicable, does not so own any of such Assigned Intellectual Property. Schedule 3.13(a) contains a complete and accurate list of all adverse claims registered Trademarks that are to be assigned to Buyer or a Buyer Designee (including by current and former employees and contractorsthe “Assigned Trademarks”). There are no other trademarks, patents or copyrights, registered or pending applications for registration, being assigned to Buyer of a Buyer Designee. Seller has not received any notice or claim challenging the validity or enforceability of any of the Assigned Trademarks or indicating an intention on the part of any Person to bring a claim that any of the Assigned Trademarks is invalid or unenforceable, nor to Seller’s knowledge is there a reasonable basis for any claim that any of the Assigned Trademarks is either invalid or unenforceable. b) Except as set forth in Schedule 3.13(b), liensin connection with the operation of the Seller Business: i) To Seller’s knowledge, restrictions none of Seller or other obligation any of its Affiliates has infringed, misappropriated or otherwise violated any Intellectual Property rights of any Third Party; ii) There is no suit, or proceeding pending against or, to pay royaltiesSeller’s knowledge, honoraria threatened against or other feesa written or, to Seller’s knowledge, oral claim affecting, the Seller Business (x) based upon, or challenging or seeking to deny or restrict, the rights of Seller or any and all of its Affiliates in any of the Assigned Intellectual Property (including y) alleging that the use of the Assigned Intellectual Property or any services provided, processes used, or products manufactured, used, imported, offered for sale or sold with respect to the Seller Business conflict with, misappropriate, infringe or otherwise violate any Intellectual Property of any Third Party, or (z) alleging that Seller or any of its Affiliates infringed, misappropriated, or otherwise violated any Intellectual Property of any Third Party in connection with the operation of the Seller Business; and iii) (A) the Assigned Intellectual Property constitutes all the Intellectual Property and Information owned by or licensed (to the extent Seller has a right to license or sublicense Buyer thereunder without limitation the Markspayment of a fee) to Seller or one of its Affiliates that is used or held for use primarily in the operation or conduct of the business Seller Business; (B) there exist no restrictions on the disclosure, use, license or transfer of Debtor the Assigned Intellectual Property (other than the restrictions imposed by applicable Law); (C) the consummation of the transactions contemplated by this Agreement will not alter, impair or extinguish any of the Assigned Intellectual Property; and (D) the Assigned Intellectual Property constitutes all of the Intellectual Property and Information owned by Seller that are necessary for the operation or conduct of the Seller Business as currently conducted or proposed to (provided that this subsection (D) shall not be conductedinterpreted as a representation regarding non-infringement, which is addressed in subsection (b)(i) above). No Marks have been within the preceding three (3) years loss or are now the subject expiration of any claims or litigation and, Seller’s rights 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 use any Intellectual Property or other proprietary or personal rights of Information licensed to Seller under 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 DebtorSeller, threatened. c) The Seller has not entered into any Contracts containing any covenant or other provision that in any way limits or restricts the ability of Seller to use, assert, enforce, or otherwise exploit any Assigned Intellectual Property anywhere in the world. The Seller has not (i) transferred ownership of (whether a whole or partial interest), or granted any exclusive right to use, any Assigned Intellectual Property to any Person; (ii) transferred ownership of (whether a whole or partial interest) or granted any exclusive right to use any improvements to or derivative works of any Assigned Intellectual Property; or (iii) granted rights to any Person to create improvements to or derivative works of any material Assigned Intellectual Property that seeks is or would be owned by such Person or exclusively licensed to limit such Person. d) At the Closing, Seller will assign to Buyer free and clear of any Encumbrance the Assigned Intellectual Property. e) None of the Assigned Intellectual Property has been adjudged invalid or challenge unenforceable in whole or part and, to Seller’s knowledge, all Assigned Intellectual Property is valid and enforceable. f) Seller and its Affiliates have taken reasonable actions to maintain and protect the Assigned Intellectual Property, including payment of applicable maintenance fees and filing of applicable statements of use other than certain foreign applications which Seller or an Affiliate thereof, in its reasonable business judgment, has abandoned in the ordinary course of business. g) Seller and its Affiliates have taken reasonable steps to maintain the confidentiality of all Trade Secrets relating to the Seller Business (“Seller Trade Secrets”) and other information that at any time constituted a Trade Secret relating to the Seller Business, including taking steps to ensure that any Seller Trade Secrets disclosed by Seller or any of its Affiliates to a Third Party are subject to the confidentiality undertakings set forth in an applicable non-disclosure agreement. To Seller’s knowledge, there has been no misappropriation of any material Seller Trade Secrets. Seller and its Affiliates have not disclosed, nor is Seller or any of its Affiliates under any contractual or other obligation to disclose, to another Person any Seller Trade Secrets, except pursuant to an enforceable confidentiality agreement or undertaking, and, to Seller’s knowledge, no Person has materially breached any such agreement or undertaking. Without limiting the generality of the foregoing, Seller has and enforces in a commercially reasonable manner a policy requiring each Business Employee and independent contractor who has participated in the creation of any Assigned Intellectual Property or have had access to any Seller Trade Secrets to enter into non-disclosure and invention assignment agreements substantially in Seller’s standard forms (which have previously been provided to Buyer). h) To Seller’s knowledge, no Business Employee or independent contractor of Seller or any of its Affiliates who is employed in connection with the Seller Business is obligated under any agreement or subject to any judgment, decree or order of any court or Governmental Body, or any other restriction that could reasonably be expected to materially interfere with such Business Employee or independent contractor carrying out his or her duties for Seller or such Affiliate, as applicable, or that concerns could reasonably be expected to materially conflict with the ownershipAssigned Intellectual Property or the Seller Business as presently conducted. i) Neither the execution, usedelivery, validity or enforceability performance of this Agreement nor the consummation of any Marks or any Intellectual Property of Debtor. The consummation of the transactions or agreements contemplated hereby will not by this Agreement will, with or without notice or the lapse of time, result in in, or give any other Person the alterationright or option to cause or declare, (i) a loss of, or impairment Encumbrance on, any material Assigned Intellectual Property; (ii) the material release, disclosure, or delivery of the validityany Information, enforceability by or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third partyescrow agent or other Person; or (iii) the grant, as the case may beassignment, or transfer by Seller to any other Person of any license or other right or interest under, to, or in any material Assigned Intellectual Property.

Intellectual Property. To (a) The Disclosure Schedule sets forth a true and complete list of (i) all Intellectual Property owned by the knowledge Borrower, indicating for each item that is registered the registration or application number and belief of Debtor, the applicable filing jurisdiction and (ii) all Marks listed on Exhibit B Intellectual Property contracts (other than licenses for Debtor and all licenses held by such Debtor related to such Marks constitute all such rights commercial “off-the-shelf” or “shrink-wrap” software that are required not material to the business, operations, financial condition or reasonably necessary for the conduct performance of the business Borrower, taken as a whole). The Borrower exclusively owns (beneficially, and of Debtor as currently conducted. All such Marks record where applicable) all right, title and interest in and to all Intellectual Property set forth on the Disclosure Schedule (the “Scheduled Intellectual Property”) free and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments clear of all fees)liens not otherwise permitted in this Agreement, exclusive licenses and are valid and enforceable, and are non-exclusive licenses not granted in the ordinary course of business. The Scheduled Intellectual Property is not subject to any filingsoutstanding order, fees judgment, decree, or other actions falling due within ninety (90) days after agreement adversely affecting the date hereofuse thereof by the Borrower or its rights thereto, and is valid, subsisting and enforceable. Debtor owns The Borrower does not, and has not in the past five years, infringed or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 violated the 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, . The Borrower has sufficient rights to the knowledge of Debtor, the use all Intellectual Property owned or licensed by Debtor is not being infringed by any third party. There is no litigation or order pending or outstandingused in its business as presently conducted, or to all of which rights shall survive 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 hereby will not result in by this Agreement unchanged There is no litigation, opposition, cancellation, proceeding, objection, or claim pending, asserted, or threatened against the alterationBorrower concerning the ownership, loss validity, registerability, enforceability, infringement, use of, or impairment licensed right to use any Intellectual Property, except as set forth on the Disclosure Schedule. To the knowledge of the validityBorrower, enforceability no valid basis exists for any such litigation, opposition, cancellation, proceeding, objection, or Debtorclaim. To the Borrower’s right to own or use knowledge, no person is violating any of the Scheduled Intellectual Property used in right that the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software Borrower holds exclusively. (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000b) The Scheduled Intellectual Property that is owned registered has been duly registered with, filed in, or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third partyissued by, as the case may be, the United States Patent and Trademark Office or such other filing offices, domestic or foreign, as applicable, and such registration, filings, issuances, and other actions remain in full force and effect, and are current and unexpired. The Borrower has properly executed and recorded all documents necessary to perfect its title to all Scheduled Intellectual Property, and has filed all documents and paid all taxes, fees, and other financial obligations required to maintain in force and effect all such items. (c) The Borrower has taken all reasonable measures to protect the confidentiality and value of all Trade Secrets that are owned, used, or held by the Borrower, and, to the Borrower’s knowledge, such Trade Secrets have not been used, disclosed to, or discovered by any person except pursuant to valid and appropriate non-disclosure and/or license agreements that have not been breached. All current and prior employees of the Borrower have executed valid intellectual property and confidentiality agreements for the benefit of the Borrower, and to the Borrower’s knowledge, no current or prior employee is in default or breach of any term of any such agreement. (d) The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Borrower in connection with its business, and have not materially malfunctioned or failed within the past three (3) years. To the Borrower’s knowledge, no person has gained unauthorized access to the IT Assets. The Credit Parties have implemented reasonable backup and disaster recovery technology consistent with industry practices.

Intellectual Property. To Each Borrower owns or licenses or otherwise has the knowledge and belief of Debtor, right to use 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 Intellectual Property necessary for the conduct of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments for the operation 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 its business. As of the date hereof. Debtor owns , Borrowers do not have any Intellectual Property registered, or otherwise possesses adequate licenses subject to pending applications, in the United States Patent and Trademark Office or other valid rights to use, sell and license, free and clear of any and all adverse claims (including by current and former employees and contractors), liens, restrictions similar office or other obligation to pay royalties, honoraria or other feesagency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those described in Schedule 8.11 to the Information Certificate and all Intellectual Property (including without limitation has not granted any material licenses with respect thereto other than as set forth in Schedule 8.11 to the Marks) used in the conduct of the business of Debtor as currently conducted or proposed to be conductedInformation Certificate. No Marks Borrowers have been not received any written notice within the immediately preceding three (3) years prior to the date hereof that any slogan or are now other advertising device or other Intellectual Property or product bearing or embodying any Intellectual Property presently contemplated to be sold by or employed by any Borrower infringes any patent, trademark, servicemark, tradename, copyright, license or other intellectual property owned by any other Person presently where the subject matter set forth in such written notice has not been settled by an agreement of the parties or the written withdrawal or waiver of any claims claim or allegation set forth in any such written notice and as of the date hereof, no claim or litigation and, is pending or to the knowledge best of Debtorany Borrower’s knowledge, no claims threatened against any Borrower contesting its right to sell any such product or litigation have been alleged use any such Intellectual Property. Schedule 8.11 to the Information Certificate sets forth all of the agreements or threatened. Debtor other arrangements of each Borrower pursuant to which such Borrower has taken all reasonable steps obtained a license or other right to maintain, police and protect use any trademarks or other intellectual property owned by another person that is material to the Marks owned business of such Borrower or affixed to or used in connection with the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted Inventory 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software other Collateral (other than generally commercially available, non-custom, excluding licenses for standard “off-the-shelf shelf” commercial software application programs that is generally available having a retail acquisition price replacement value of less than $5,00025,000) that is owned as in effect on the date hereof and the dates of the expiration of such agreements of such Borrower as in effect on the date hereof (collectively, together with such agreements or other arrangements as may be entered into by any Borrower after the date hereof, collectively, the “License Agreements” and individually, a “License Agreement”). All trademarks and other Intellectual Property used by Debtor, and identified which software is owned, otherwise any Borrower that are owned by another person are being used and/or licensed or otherwise distributed by Debtor to any third party, as all material respects in accordance with the case may beterms of the License Agreement applicable thereto.

Intellectual Property. To the knowledge (a) LRC and belief of Debtorits subsidiaries own, all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related or are licensed or otherwise possess legally enforceable rights to such Marks constitute all such rights use Intellectual Property that are required is used or reasonably necessary for the conduct of proposed to be used in the business of Debtor as currently conducted. All such Marks (LRC and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 its subsidiaries as currently conducted or as proposed to be conductedconducted by LRC and its subsidiaries, except to the extent that the failure to have such rights have not had and would not reasonably be expected to have a Material Adverse Effect on LRC. No Marks have been within the preceding three (3) years Each License to which LRC or are now any of its subsidiaries is a party with respect to Intellectual Property of LRC or its subsidiaries, or with respect to Intellectual Property of third parties, is valid and enforceable in accordance with its terms and is not the subject of any claims notice of termination or litigation andnonrenewal, to the knowledge except where such lack 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 or notice of any Marks termination or any Intellectual Property nonrenewal has not had and would not reasonably be expected to have a Material Adverse Effect on LRC. (b) The execution, delivery and performance of Debtor. The consummation this Agreement and the summation of the transactions contemplated hereby will not constitute a breach of any instrument or agreement governing any LRC Intellectual Property rights (the "LRC Intellectual Property Rights Agreements"), will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any LRC Intellectual Property rights or impair the right of LRC and its subsidiaries to use, sell or license any LRC Intellectual Property Rights or portion thereof, except for the occurrence of any such breach, forfeiture, termination or impairment that would not individually or in the aggregate, result in a Material Adverse Effect on LRC. (i) Neither the alterationmanufacture, loss marketing, license, sale or impairment intended use of any product or technology currently licensed or sold or under development by LRC or any of its subsidiaries violates any license or agreement between LRC or any of its subsidiaries and any third party or infringes any Intellectual Property right of any other party; and (ii) there is no pending or, to the knowledge of LRC, threatened claim or litigation contesting the validity, enforceability ownership or Debtor’s right to own use, sell, license or use dispose of any of the LRC Intellectual Property used in rights or the conduct proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party, except, with respect to clauses (i) and (ii), for any violations, infringements, claims or litigation that would not have a Material Adverse Effect on LRC. (d) LRC has taken reasonable and practicable steps designed to safeguard and maintain the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtorsecrecy and confidentiality of, and identified which software is ownedits proprietary rights in, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beall LRC Intellectual Property rights.

Intellectual Property. To (a) Schedule 3.17(a)(1) contains a true and complete list of each of the knowledge registrations, applications and belief other material Intellectual Property Rights included in the Owned Intellectual Property Rights. Schedule 3.17(a)(2) contains a true and complete list of Debtor, all Marks listed on Exhibit B for Debtor the Licensed Intellectual Property Rights reasonably necessary to conduct the Business as currently conducted. (b) The Licensed Intellectual Property Rights and all licenses held by such Debtor related to such Marks the Owned Intellectual Property Rights together constitute all such rights that are required or the Intellectual Property Rights reasonably necessary for to conduct the conduct of the business of Debtor Business as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all feesExcept as set forth on Schedule 3.17(b)(1), there exist no restrictions on the disclosure, use or transfer of the Owned Intellectual Property Rights. Except as set forth on Schedule 3.17(b)(2), the consummation of the transactions contemplated by this Agreement will not alter, impair or extinguish any Owned Intellectual Property Rights or Licensed Intellectual Property Rights. Notwithstanding any disclosure on Schedule 3.17(b)(1), Seller and the Members shall still be liable with respect to any claim that a Customer may bring in connection with any rights such Customer may have in the Owned Intellectual Property Rights, such claim to be treated for all purposes under this Agreement as an Excluded Liability. (c) None of Seller and any Affiliate of Seller has given to any Person an indemnity in connection with any Intellectual Property Right, other than indemnities that arise under a standard form sales contract used in the Business, a copy of which is attached in Schedule 3.17(c). (d) The Purchased Assets do not infringe, misappropriate or otherwise violate any Intellectual Property Right of any third person. There is no claim, action, suit, investigation or proceeding pending against, or, to the Knowledge of Seller, threatened against, Seller or any present or former officer, director or employee of Seller (i) based upon, or challenging or seeking to deny or restrict, the rights of Seller or any Affiliate of Seller in any of the Owned Intellectual Property Rights and, to the actual Knowledge of Seller, the Licensed Intellectual Property Rights, (ii) alleging that the Use of the Owned Intellectual Property Rights misappropriates, infringes or otherwise violates any Intellectual Property Right of any third party or (iii) alleging that Seller or any Affiliate of Seller infringed, misappropriated or otherwise violated any Intellectual Property Right of any third party. Except as set forth in Section 3.17(d), none of Seller and any Affiliate of Seller has received from any third party an offer to license any Intellectual Property Rights of such third party for use in the Business. (e) None of the Owned Intellectual Property Rights material to the operation of the Business has been adjudged invalid or unenforceable in whole or part, and, to the Knowledge of Seller, all such Owned Intellectual Property Rights are valid and enforceable. (f) Seller or an Affiliate of Seller holds all right, title and are not subject interest in and to any filings, fees or other actions falling due within ninety (90all Owned Intellectual Property Rights listed on Schedule 3.17(a)(1) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all adverse claims (including by current and former employees and contractors)Lien. In each case where a patent or patent application, lienstrademark registration or trademark application, restrictions service ▇▇▇▇ registration or other obligation to pay royaltiesservice ▇▇▇▇ application, honoraria or other fees, any and all copyright registration or copyright application included in the Owned Intellectual Property (including without limitation is held by assignment, the Marks) used in assignment has been duly recorded with the conduct governmental authority from which the patent or registration issued or before which the application or application for registration is pending. Seller or an Affiliate 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 Seller has taken all commercially reasonable steps actions necessary to maintain, police maintain and protect the Marks owned or used Owned Intellectual Property Rights and their rights in the operation Licensed Intellectual Property Rights, including payment of Debtor’s business. The conduct applicable maintenance fees and filing of Debtor’s business as currently conducted or planned to be conducted does not infringe applicable statements of use. (g) To the Knowledge of Seller, no Person has infringed, misappropriated or otherwise impair or conflict with violated any Owned Intellectual Property or other proprietary or personal rights Right. Seller has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of any third party, and, to the knowledge of Debtor, the all confidential Intellectual Property owned or licensed by Debtor is not being infringed by any third partyRights. There is no litigation or order pending or outstandingExcept as described in Schedule 3.17(g), 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any none of the Intellectual Property used Rights that are material to Seller or the Business and the value of which to the Business is contingent upon maintaining the confidentiality thereof, has been disclosed other than to employees, representatives and agents of Seller or an Affiliate of Seller all of whom are bound by written confidentiality agreements substantially in the conduct form previously disclosed to Buyer. (h) Seller has taken reasonable steps in accordance with normal industry practice to preserve and maintain reasonably complete notes and records relating to the Owned Intellectual Property Rights. (i) As of the business Closing Date and to the Knowledge of Debtor Seller, with respect to pending applications and applications for registration of the Owned Intellectual Property Rights that are material to Seller or the Business, Seller is not aware of any reason that could reasonably be expected to prevent any such application or application for registration from being granted. To the Knowledge of Seller, none of the trademarks, service marks, applications for trademarks and applications for service marks included in the Owned Intellectual Property Rights that are material to the Business has been the subject of an opposition or cancellation procedure. To the Knowledge of Seller, none of the patents and patent applications included in the Owned Intellectual Property Rights that are material to the Business has been the subject of an interference, protest, public use proceeding or third party reexamination request. (j) All Products sold or provided by Seller or an Affiliate of Seller, or any licensee of Seller or an Affiliate of Seller, in connection with the Business and covered by a patent, trademark or copyright included in the Owned Intellectual Property Rights have been marked with the notice (applicable as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of the date hereof) of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor nations requiring such notice in order to any third party, as the case may becollect damages.

Intellectual Property. 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 (a) Section 8.11(a) of the business Disclosure Schedule lists all of Debtor as currently conductedthe Intellectual Property included in the Purchased Assets, including the registration or application numbers (if applicable) for such Intellectual Property. All Section 8.11(a) of the Disclosure Schedule identifies any such Marks (Intellectual Property which is leased from another Person and sets forth with respect to each item of such leased Intellectual Property the owner thereof and the source of the Seller's rights therein. The Seller has good and marketable title to all applications and registrations therefor) are currently the Intellectual Property included in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licensePurchased Assets, free and clear of all Liens. (b) Except as set forth in Section 8.11(b) of the Disclosure Schedule, (i) to the Knowledge of Seller, there is not now and has not been during the past three (3) years any infringement, misuse or misappropriation by the Seller of any Intellectual Property right which relates to the Business and all adverse claims which is owned by any third party, and the continued operation of the Business by the Purchaser in the same manner as heretofore conducted by the Seller will not result in any such infringement, misuse or misappropriation by the Purchaser; (including ii) there is not now any existing or, to the Knowledge of the Seller, threatened claim against the Seller, which relates to the Business, of infringement, misuse or misappropriation of any patent, trademark, tradename, servicemark, copyright or trade secret by current any third party and former employees and contractors), liens, restrictions or other (iii) the Seller has no obligation to pay royaltiesmake any payments by way of royalty, honoraria fee or other fees, otherwise to any and all Person in connection with any Intellectual Property included in the Purchased Assets. (including without limitation c) Except as set forth on Section 8.11(c) of the Marks) used Disclosure Schedule, there is no pending or threatened claim by the Seller against others for infringement, misuse or misappropriation of any trademark, tradename, servicemark, copyright or trade secret owned by the Sellers and which is utilized in the conduct of the business of Debtor as currently conducted or proposed Business and included in the Purchased Assets, and 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 DebtorSeller's Knowledge, 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 basis exists for 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may besuch claim.

Intellectual Property. To Section 4(n) of the knowledge Disclosure Schedule lists all registrations and belief of Debtorapplications for patents, all Marks listed on Exhibit B for Debtor trademarks and copyrights by WellComm and all licenses held by such Debtor related Universal Resource Locators material to such Marks constitute all such rights that are required or reasonably necessary for the conduct of the business of Debtor WellComm as currently now conducted. All such Marks (To the Knowledge of WellComm, Section 4(n) of the Disclosure Schedule also identifies each trade name or unregistered trademark used by WellComm in connection with any of its businesses. To the Knowledge of WellComm, WellComm has all right, title and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (includinginterest in, without limitation, timely filings, proofs and payments of all fees), and are or a valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights binding license to use, sell and license, free and clear of any and all 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 the Intellectual Property (including without limitation the Marks) used in the necessary or required to conduct of the business of Debtor WellComm as currently conducted or proposed to be now conducted. No Marks have been within WellComm is not in default (nor would it be in default but for the preceding three (3giving of notice or lapse of time or both) years under any license, sublicense, agreement, or are now the subject of any claims or litigation permission to use such Intellectual Property and, to the knowledge Knowledge of DebtorWellComm, there is no threatened dispute or disagreement with respect to any such license, sublicense, agreement, or permission except for such defaults, disputes and disagreements which, individually or in the aggregate, would not have a WellComm Material Adverse Effect. To the Knowledge of WellComm, such Intellectual Property is not being infringed or misappropriated by any third party and no such 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 brought against any third party. To the Knowledge of WellComm, and, to the knowledge each item of Debtor, the Intellectual Property owned or licensed used by Debtor any of WellComm immediately prior to the Closing hereunder will be owned or available for use by WellComm on identical terms and conditions immediately subsequent to the Closing hereunder. To the Knowledge of WellComm, WellComm 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 infringing any Intellectual Property of Debtorany third party and no litigation is pending and no notice or other claim in writing has been received by WellComm alleging any such infringement. The consummation Except as set forth on Section 4(n) of the transactions contemplated hereby will not result in Disclosure Schedule, to the alterationKnowledge of WellComm, loss there are no claims against WellComm asserting the invalidity, misuse or impairment unenforceability of any Intellectual Property. To the Knowledge of WellComm, none of the validitypresent or former executive officers or employees of WellComm has any claims whatsoever (whether direct, enforceability indirect or Debtor’s right contingent) of right, title or interest in or to own or use any of the Intellectual Property used of WellComm. To the Knowledge of WellComm, none of the present or former executive officers or employees of WellComm are precluded by an agreement from engaging in the conduct of the business of Debtor WellComm as currently conducted or proposed to be now conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may be.

Intellectual Property. To the knowledge SWGB Disclosure Schedule 3.30 sets forth a true, complete and belief correct list of Debtor, all Marks listed on Exhibit B for Debtor SWGB Intellectual Property that is owned by SWGB and all licenses held by such Debtor related registered with a Governmental Authority. SWGB or its Subsidiaries owns or has a valid license to such Marks constitute all such rights that are required or reasonably necessary for the conduct of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in use all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licenseSWGB Intellectual Property, free and clear of any and all adverse claims (including by current and former employees and contractors)Liens, liens, restrictions royalty or other obligation payment obligations (except for royalties or payments with respect to pay royalties, honoraria or other fees, any and all licensed Intellectual Property (including without limitation and Software). To the Marks) used in Knowledge of SWGB, the conduct SWGB Intellectual Property constitutes all of the Intellectual Property necessary to carry on the business of Debtor SWGB and its Subsidiaries as currently conducted or proposed to be conducted. No Marks have been within To the preceding three (3) years or are now the subject Knowledge 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 DebtorSWGB, the SWGB Intellectual Property owned by SWGB is valid and enforceable and has not been cancelled, forfeited, expired or licensed by Debtor is not being infringed by abandoned, and neither SWGB nor any third party. There is no litigation or order pending or outstanding, or to of its Subsidiaries has received notice challenging the knowledge of Debtor, threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Marks SWGB Intellectual Property. None of SWGB or any Intellectual Property of Debtorits Subsidiaries is, nor will any of them be as a result of the execution and delivery of this Agreement or the performance by SWGB of its obligations hereunder, in material violation of any licenses, sublicenses and other agreements as to which SWGB or any of its Subsidiaries is a party and pursuant to which SWGB or any of its Subsidiaries is authorized to use any third-party patents, trademarks, service marks, copyrights, trade secrets or Software, and neither SWGB nor any of its Subsidiaries has received notice challenging SWGB’s or any of its Subsidiaries’ license or legally enforceable right to use any such third-party intellectual property rights. The consummation of the transactions contemplated hereby will not result in the alteration, material loss or impairment of the validity, enforceability right of SWGB or Debtor’s right any of its Subsidiaries to own or use any of the SWGB Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beProperty.

Intellectual Property. 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefora) are currently in compliance in all material respects with all 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 date hereof. Debtor Seller owns or otherwise possesses adequate licenses or other valid rights has the right to useuse all of the Purchased IP. (b) Section 4.12(b) of the Disclosure Schedules sets forth an accurate and complete list of all Patents, sell registered Marks, pending applications for registration of Marks, registered Copyrights and licensepending applications for registration of Copyrights, free and clear of any and all 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 internet domain names included in the conduct Purchased IP, together with (i) the jurisdictions in which each such item of Purchased IP has been issued or registered, or in which any such application for such issuance and registration has been filed, (ii) the business of Debtor registration or application number and (iii) the registration or application date, as currently conducted or proposed to be conductedapplicable. No Marks have such registered Purchased IP has been within the preceding three (3) years adjudged invalid or are now the subject of any claims or litigation unenforceable, and, to the knowledge of DebtorSeller’s Knowledge, there is no basis for such a holding. (c) To Seller’s Knowledge, no Person is infringing, violating, or misappropriating any Purchased IP, and no such claims or litigation have been alleged made against any Person by Seller or threatenedany of its Affiliates. Debtor has taken all reasonable steps There are no Governmental Orders (other than official actions issued by the U.S. Patent and Trademark Office or similar tribunal) to maintainwhich Seller or any of its Affiliates is a party or by which they are bound which restrict, police in any material respect, any rights to any Purchased IP. (d) The Purchased IP and protect the Marks owned or used in the operation of Debtor’s business. The conduct of Debtor’s business the Purchased Assets and Business, in each case as currently conducted or planned to be conducted does presently conducted, do not infringe infringe, constitute an unauthorized use, misappropriate or otherwise impair or conflict with violate any Intellectual Property or other proprietary or personal rights right of any third party, andPerson. Neither Seller nor any of its Affiliates is the subject of any pending or, to the knowledge Seller’s Knowledge, threatened Action which involve a claim of Debtorinfringement, the Intellectual Property owned unauthorized use, misappropriation, dilution or licensed by Debtor is not being infringed violation by any third party. There is no litigation Person against either Seller or order pending any of its Affiliates or outstanding, or to the knowledge of Debtor, threatened, that seeks to limit or challenge or that concerns challenging the ownership, use, validity or enforceability of any Marks or any Intellectual Property Purchased IP. (e) Seller has taken adequate security measures to protect the secrecy, confidentiality and value of Debtor. The consummation of all the transactions contemplated hereby will not result Trade Secrets included in the alterationPurchased IP, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used which measures are reasonable in the conduct of industry in which the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beBusiness operates.

Intellectual Property. To (a) Schedule 6.16(a) sets forth (i) a true, correct and complete list and a brief description of all Owned Intellectual Property, including a complete identification of each patent and patent application and each registration or application for registration thereof; and (ii) a true, correct and complete list and a brief description of all Licensed Intellectual Property, other than any software that is generally available on standard terms for less than US$1,000 per copy, seat, CPU or named user. The rights of the knowledge and belief of Debtor, all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related Company Representor or Seller Representor in or to such Marks constitute all such Owned Intellectual Property and Licensed Intellectual Property do not conflict with or infringe on the rights that are required or reasonably necessary for the conduct of any other Person, and none of any of the business Company Representor or Seller Representor has received any claim or written notice from any Person to such effect. (b) The Company Representors have delivered to Purchaser true, correct and complete copies of Debtor as currently conducted. All such Marks the registrations for Owned Intellectual Property and agreements pursuant to which the Licensed Intellectual Property identified on Schedule 6.16(a)(ii) have been licensed or sublicensed to the Company Representor or Seller Representor. (and c) The Company Representor or Seller Representor owns all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, Owned Intellectual Property free and clear of any Encumbrance, other than any non-exclusive licenses granted by the Company Representor or Seller Representor in the ordinary course of business. The Company Representor or Seller Representor has the right, pursuant to valid and all adverse claims (including by current and former employees and contractors)enforceable licenses, liens, restrictions or other obligation to pay royalties, honoraria or other fees, any and all use the Licensed Intellectual Property (including without limitation the Marks) used in the conduct of manner in which the business of Debtor as Licensed Intellectual Property is currently conducted or proposed to be conductedbeing used. No Marks Actions have been within the preceding three (3) years made or asserted or are now the subject of any claims or litigation pending (and, to the knowledge Knowledge of Debtorthe Company Representor, no claims Action has been threatened) against the Company Representor or litigation have been alleged Seller Representor either (i) based upon or threatened. Debtor has taken all reasonable steps challenging or seeking to maintaindeny or restrict the use by the Company Representor or Seller Representor of any of the Owned Intellectual Property or the Licensed Intellectual Property; or (ii) alleging that any Owned Intellectual Property or Licensed Intellectual Property is being licensed, police and protect the Marks owned sublicensed or used in violation of patents, copyrights or trademarks or any other rights of any Person. No Person is using any patents, copyrights, trademarks, service marks, trade names, trade secrets or similar property that are confusingly similar to 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 Owned Intellectual Property or other proprietary the Licensed Intellectual Property that is exclusively licensed to the Company Representor or personal Seller Representor or that infringe upon the Owned Intellectual Property or the Licensed Intellectual Property that is exclusively licensed to the Company Representor or Seller Representor or upon the rights of any third party, and, to the knowledge of Debtor, the Intellectual Property owned Company Representor 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 DebtorSeller Representor. The consummation of the transactions contemplated hereby by this Agreement will not result in the alteration, loss termination or impairment of any of the validity, enforceability Owned Intellectual Property or Debtor’s right to own Licensed Intellectual Property or use any of the rights of the Company Representor or Seller Representor in any of the Owned Intellectual Property or Licensed Intellectual Property. (d) The Owned Intellectual Property and the Licensed Intellectual Property described in Schedule 6.16(a) constitute all of the Intellectual Property used in or held or intended to be used by the conduct Company Representor or Seller Representor, and there are no other items of Intellectual Property that are material to the Company Representor or Seller Representor. (e) To the Knowledge of the business Company Representor, there is no reason that would prevent any pending applications to register trademarks, service marks or copyrights or any pending patent applications from being granted. (f) No product or service of Debtor as currently conducted the Company Representor or proposed to be conducted. Debtor Seller Representor infringes or has made available to Secured Party a list infringed or otherwise violates or has violated the intellectual property rights of all software (any other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by DebtorPerson, and identified which software is ownedno Actions have been made or asserted or are pending (and, otherwise used and/or licensed to the Knowledge of the Company Representor, no Action has been threatened) against the Company Representor or otherwise distributed by Debtor to Seller Representor alleging that any third party, product or service of the Company Representor or Seller Representor infringes or violates the intellectual property rights of any other Person except as the case may beset forth on Schedule 6.16(f).

Intellectual Property. To (a) Except as disclosed or reflected in the knowledge Adamis SEC Reports, A▇▇▇▇▇ owns or possesses the right to use the Intellectual Property utilized in connection with the conduct of its business and belief of Debtorintended business, all Marks listed on Exhibit B for Debtor of which is owned by or licensed to Adamis (the “Adamis Patent and all licenses held by such Debtor related Proprietary Rights”), except where the failure to such Marks constitute all own or possess such rights that would not have a Material Adverse Effect on Adamis. Such A▇▇▇▇▇ Patent and Proprietary Rights are required or reasonably necessary sufficient in all material respects for the conduct of A▇▇▇▇▇’ business and proposed business. A▇▇▇▇▇ has taken all reasonable measures to protect and maintain the business confidentiality of Debtor the trade secrets included in the Adamis Patent and Proprietary Rights. (b) Since January 1, 2021, except as currently conducteddescribed or reflected in the Adamis SEC Reports or as set forth in the Adamis Disclosure Schedule, A▇▇▇▇▇ has not received any notice of any asserted rights with respect to any of Adamis Patent and Proprietary Rights which, if determined unfavorably with respect to the interests of A▇▇▇▇▇, would have a Material Adverse Effect on Adamis. All such Marks (and all applications and registrations therefor) are currently Except as described or reflected in compliance in all material respects with all legal requirements (includingthe SEC Reports, without limitation, timely filings, proofs and payments of all fees)A▇▇▇▇▇ is not bound by, and no Adamis Patent and Proprietary Rights are valid and enforceablesubject to, and are not subject to any filings, fees Contract containing any covenant or other actions falling due within ninety (90) days after provision that in any material respect limits or restricts the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights ability of A▇▇▇▇▇ to use, sell exploit, assert, defend, or enforce any Adamis Patent and licenseProprietary Rights. (c) To Adamis’ Knowledge, free and clear A▇▇▇▇▇ has never infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated or made unlawful use of any and all adverse claims (including by current and former employees and contractors), liens, restrictions or other obligation right to pay royalties, honoraria or other fees, any and all Intellectual Property of any other Person or engaged in unfair competition, which infringement, misappropriation, violation or use (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 if the subject of any claims unfavorable decision, ruling or litigation andfinding), individually or in the aggregate, would result in a Material Adverse Effect on Adamis. No material infringement, misappropriation, or similar claim or Legal Proceeding is pending or, to Adamis’ Knowledge, threatened against A▇▇▇▇▇ or any other Person who is or may be entitled to be indemnified, defended, held harmless, or reimbursed by A▇▇▇▇▇ with respect to such claim or Legal Proceeding, which claim or Legal Proceeding (if the knowledge subject of Debtorany unfavorable decision, no claims ruling or litigation have been alleged finding), individually 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 aggregate, would result in a Material Adverse Effect on A▇▇▇▇▇. (d) To A▇▇▇▇▇’ Knowledge, A▇▇▇▇▇ has not engaged in patent or copyright misuse or any fraud or inequitable conduct of Debtor’s business as currently conducted or planned to be conducted does not infringe or otherwise impair or conflict in connection with any Intellectual Property Adamis Patent and Proprietary Rights, and no trademark or other proprietary trade name owned, used, or personal rights of applied for by Adamis conflicts or interferes in any third partymaterial respect with any trademark or trade name owned, andused, to the knowledge of Debtor, the Intellectual Property owned or licensed by Debtor is not being infringed applied for 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may bePerson.

Intellectual Property. To the knowledge (a) Schedule 4.17(a) sets forth a true, complete and belief accurate list of Debtor, all Marks listed on Exhibit B for Debtor Business Intellectual Property that is owned by any Seller and all licenses held by such Debtor used in or related to such Marks constitute the Business and identifies which Seller is the owner thereof. Except for any intellectual property of third parties from which any Seller has licensed rights pursuant to the agreements listed in Schedule 4.17(b) which identifies which Seller is the licensee thereof, Sellers exclusively own and possess all such rights that are required or reasonably necessary for right, title and interest in and to the conduct of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, Business Intellectual Property free and clear of any and all adverse claims (including by current and former employees and contractors)security interests, liens, restrictions or other obligation to pay royalties, honoraria or other fees, any and all encumbrances. No Business Intellectual Property (including without limitation the Marks) used in or related to the conduct Business is involved in any interference, reissue, re-examination or opposition proceeding. Except for rights acquired pursuant to the agreements listed in Schedule 4.17(b), the Excluded Assets, the Business Intellectual Property listed on Schedule 4.17(a) constitutes all of the business of Debtor Business Intellectual Property necessary to conduct the Business as currently conducted or being conducted, as previously conducted, and as currently proposed to be conducted. (b) Schedule 4.17(b) sets forth a true, complete and accurate list of all agreements pursuant to which any Business Intellectual Property is licensed to any Seller and identifies to which Seller it is so licensed. With respect to Business Intellectual Property that is licensed to any Seller and used or related to the Business, such Seller has a valid and enforceable right or license to use such Business Intellectual Property, such right or license is transferable to Purchaser without the consent of or termination right of any third party, and such right or license is being transferred under this Agreement. No Marks Seller is in breach of any agreement pursuant to which any Business Intellectual Property is licensed to any Seller. (c) Schedule 4.17(c) sets forth a true, complete and accurate list of all agreements pursuant to which any Business Intellectual Property is licensed to any third party from any Seller and identifies which Seller is the licensor thereof. Except as set forth in Schedule 4.17(c), no licenses, covenants not to ▇▇▇, or other rights of use have been granted to third parties with respect to any of the Business Intellectual Property, and no Seller is under no obligation to grant any of the foregoing. (d) The Business Intellectual Property is valid, fully subsisting, and enforceable. The applicable Seller has maintained all of the Business Intellectual Property and has paid all registration and maintenance fees to the extent necessary to validly maintain all registrations with any regulatory authorities with respect to the Business Intellectual Property. Except as set forth in Schedule 4.17(d), no fees or actions that fall due within 90 days following the preceding three (3) years Closing Date are required to maintain or are now otherwise avoid the subject abandonment of any claims or litigation and, to rights included in the Business Intellectual Property. To the knowledge of DebtorSellers, no claims rights in or litigation have been alleged to any Business Intellectual Property owned by or threatened. Debtor has taken all reasonable steps licensed to maintain, police any Seller and protect the Marks owned or used in connection with the operation of Debtor’s business. Business are infringed, misappropriated or otherwise violated by any third party. (e) The conduct of Debtor’s business the Business as currently conducted or planned presently, previously, and presently proposed to be conducted does not infringe or otherwise impair or conflict with any Intellectual Property or other proprietary or personal the intellectual property rights of any third party, and, to . None of the knowledge of Debtor, the Business Intellectual Property owned is subject to any outstanding judgment, injunction, order or licensed decree issued against any Seller which restricts the use thereof by Debtor is not being infringed by any third party. There is it and there are no litigation or order pending or outstandingpending, or to the knowledge of DebtorSellers, threatened, threatened claims against any Seller or the Business alleging that seeks to limit the operation of the Business infringes or challenge violates (or that concerns in the ownership, use, validity past infringed or enforceability violated) the rights of any Marks third party or any constitutes a misappropriation of (or in the past constituted a misappropriation of) and Business Intellectual Property right of Debtor. The consummation any third party. (f) Except as set forth on Schedule 4.17(f), all personnel of the transactions contemplated hereby will not result Business, including employees, agents, consultants, and contractors who have contributed to or participated in the alterationconception, loss or impairment creation, and/or development of the validity, enforceability or Debtor’s right to own or use Business Intellectual Property on behalf of any Seller have executed nondisclosure agreements and have executed appropriate instruments of assignment in favor of the applicable Seller giving such Seller exclusive ownership of all tangible and intangible Business Intellectual Property thereby arising. Each Seller has taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all know-how and trade secrets used in the conduct Business. (g) Each Seller has obtained and possesses valid licenses from third parties to use all of the business of Debtor as currently conducted third party software programs present on the computers and other software-enabled electronic devices that it owns or proposed leases or that it has otherwise provided to be conductedits respective employees for their use. Debtor has made available to Secured Party a list of Schedule 4.17(g) lists all software (or other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) material that is owned distributed as “free software,” “open source software” or under a similar licensing or distribution model (including the GNU General Public License, GNU Lesser General Public License, Mozilla Public License, BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License, the Sun Industry Standards License and the Apache License) (“Open Source Materials”) which is used by Debtorthe Company, and identified describes the manner in which software is owned, otherwise used and/or licensed such Open Source Materials are or otherwise distributed by Debtor to any third partywere used. Sellers’ use of Open Source Materials included within the Company’s products will not require, as a condition of use, modification or distribution of such Open Source Materials, that other software incorporated into, derived from or distributed with such Open Source Materials be (A) disclosed or distributed in source code form, (B) be licensed for the case may bepurpose of making derivative works, or (C) be redistributable at no charge.

Intellectual Property. (a) Schedule 3.13(a)(i) contains a true and complete list of the patents and patent rights included within the Aradigm Patent Rights. Schedule 3.13(a)(ii) contains a true and complete list of all agreements (whether written or otherwise, including license agreements, research agreements, development agreements, distribution agreements, settlement agreements, consent to use agreements and covenants not to s▇▇) to which Aradigm or any of its Affiliates is a party or otherwise bound, granting or restricting any right to use, exploit or practice any Aradigm Intellectual Property Rights in connection with the Development Program as currently conducted. (b) To the knowledge and belief of DebtorAradigm, all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related to such Marks the Aradigm Intellectual Property Rights constitute all such rights that are required or reasonably the Intellectual Property Rights necessary for the conduct of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 Development Program as currently conducted (other than Intellectual Property Rights of Novo Nordisk). Except as set forth in the Development and License Agreement and the Patent Cooperation Agreement, Aradigm knows of no restrictions on the disclosure, use, license, sublicense or proposed transfer of the Aradigm Intellectual Property Rights as contemplated by the Amended and Restated License Agreement. The consummation of the Transactions will not alter, impair or extinguish any Aradigm Intellectual Property Rights, except with respect to be conducted. No Marks have been within those Intellectual Property Rights licensed or sublicensed to Aradigm pursuant to agreements or contracts listed on Schedule 3.05(b). (c) To the preceding three (3) years knowledge of Aradigm, neither Aradigm nor any of its Affiliates has infringed, misappropriated or are now the subject otherwise violated any Intellectual Property Right of any claims third party. There is no claim, action, suit, investigation or litigation andproceeding pending against, or, to the knowledge of DebtorAradigm, no claims threatened against or litigation have been alleged affecting, the Development Program or threatened. Debtor has taken all reasonable steps any of the Transferred Assets (1) based upon, or challenging or seeking to maintaindeny or restrict, police and protect the Marks owned rights of Aradigm in any of the Aradigm Intellectual Property Rights, (2) alleging that the use of the Aradigm Intellectual Property Rights or any services provided, processes used in or products manufactured, used, imported or sold with respect to the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted or planned to be conducted does not Development Program conflict with, misappropriate, infringe or otherwise impair or conflict with violate any Intellectual Property Right of any third party or other proprietary (3) alleging that Aradigm or personal rights any Affiliate of Aradigm infringed, misappropriated or otherwise violated any Intellectual Property Right of any third party. Neither Aradigm nor any of its Affiliates has received from any third party a written offer: (a) in which such third party states that a license may be necessary to avoid infringement of such third party’s patents or (b) for which Aradigm sought advice from an independent outside patent counsel with respect to the question of infringement. (d) None of the Aradigm Intellectual Property Rights that is material to the operation of the Development Program has been adjudged invalid or unenforceable in whole or part, and, to the knowledge of DebtorAradigm, all patents that are part of such Aradigm Intellectual Property Rights are valid and enforceable. (e) Aradigm holds all right, title and interest in and to all Aradigm Intellectual Property Rights, free and clear of any Lien. In each case where a patent or patent application or copyright registration or copyright application included in the Aradigm Intellectual Property Rights is held by assignment, the Intellectual Property owned assignment has been duly recorded with the Governmental Authority from which the patent or licensed by Debtor registration issued or before which the application or application for registration is not being infringed by any third party. There is no litigation or order pending or outstanding, or to pending. (f) To the knowledge of DebtorAradigm, threatenedno Person has infringed, that seeks to limit misappropriated or challenge or that concerns the ownership, use, validity or enforceability of otherwise violated any Marks or any Aradigm Intellectual Property Right. Aradigm has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of Debtorall confidential Intellectual Property Rights. The consummation of the transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any None of the Intellectual Property used Rights that are material to the Development Program and the value of which to the Development Program is contingent upon maintaining the confidentiality thereof, has been disclosed other than to employees, representatives and agents of Aradigm and its licensees, all of whom are bound by written confidentiality agreements substantially in the conduct form previously disclosed to Novo Nordisk. (g) None of the business patents and patent applications included in the Aradigm Intellectual Property Rights that are material to the Development Program has been the subject of Debtor as currently conducted an interference, protest, public use proceeding or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, nonthird party re-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beexamination request.

Intellectual Property. 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefora) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used rights included in Purchased Assets. (b) To the Knowledge of Seller or any of the Principals, no Person has infringed, misappropriated or violated, or is currently infringing, misappropriating or otherwise violating, any of the Intellectual Property rights included in the conduct Purchased Assets. (c) Seller and Principals have not received from any Person any written notification of alleged infringement, misappropriation or other violation of any Intellectual Property Rights of any Person arising from the business Seller’s development or use of Debtor as currently conducted any Purchased Assets or proposed any Intellectual Property rights included in the Purchased Assets. (d) Seller’s development or use, prior to be conducted. Debtor the Closing Date, of any Purchased Assets or of any Intellectual Property rights included in the Purchased Assets did not constitute infringement, misappropriation or other violation of any valid and enforceable Intellectual Property rights of any Person or unfair competition or trade practices under the laws of any jurisdiction. (e) The Purchased Assets (i) have not been the subject of any prior Action; (ii) are not the subject of any pending Action; (iii) are not the subject of any claim for which Seller or any Principal has made available to Secured Party a list received written notification; and (iii) are not the subject of all software any threatened claim of which Seller or any Principal has Knowledge. (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000f) To the extent that any Purchased Asset is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor subject to any third partyparty rights or restrictions: (i) Seller has a written agreement with such third party or parties with respect thereto, pursuant to which Seller has obtained the right to use such Purchased Asset by valid assignment, license or otherwise and (ii) the transfers, assignments and conveyance of the Purchased Assets from Seller to Buyer hereunder will not violate or cause any adverse consequences under any such third Party agreements. Seller has not transferred ownership of, or granted any license of or right to use, or authorized the retention of any rights to use, any of the Purchased Assets to any other Person. (g) The possession, use and operation of the Purchased Assets by Buyer immediately after Closing do not and will not: (i) infringe or misappropriate the Intellectual Property rights of any Person, (ii) violate the rights of any Person (including rights to privacy or publicity), or (iii) constitute unfair competition or trade practices under the laws of any jurisdiction, and there is no basis for any such claims. Seller has not received notice from any Person claiming that the pre-closing Purchased Assets infringe or misappropriate the Intellectual Property rights of any Person or constitute unfair competition or trade practices under the laws of any jurisdiction (h) Seller has taken reasonable steps to protect Seller’s rights, under Florida’s Trade Secrets Act (Fla. Stat. §§ 688.001 et seq.) (“FTSA”), Ohio’s Trade Secrets Act (Ohio Revised Code §§ 1333.61 et seq.) (“OTSA”), the common law of the State of New York, or other applicable laws, as the case may be, in any confidential information and trade secrets of Seller included in, associated with, or related to the Purchased Assets, and is not aware of any violation of the foregoing laws or other similar applicable laws by any third party arising from any misappropriation, acquisition, or disclosure of such confidential information or trade secrets through improper or illicit means. No employee or other Person who has been involved in the creation, invention or development of any of the Purchased Assets for or on behalf of Seller owns or has any rights in any of such Purchased Assets, nor has any such employee or other Person made any assertions with respect to any alleged ownership or rights, nor to the Knowledge of Seller threatened any such assertion.

Intellectual Property. To the knowledge and belief of Debtor, all Marks listed (a) Except as set forth 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 Schedule 5.1.4 of the business Disclosure Schedules, Seller owns exclusively all right, title and interest in, or, in the case of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (includingthe Anusol Trademark, 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights has an exclusive license to use, sell the Transferred Documentation, the Product Labeling and licensePackaging Materials, the Anusol Trademark and the Assigned Trademarks (collectively, the “Seller Intellectual Property”), free and clear of any and all adverse claims (including by current and former employees and contractors)Encumbrances. Provided that the Required Consents have been obtained, liensSeller or its Affiliates have the right to assign, restrictions or other obligation transfer and/or grant to pay royalties, honoraria or other fees, any and Buyer all rights in the Seller Intellectual Property that is being assigned, transferred and/or granted to Buyer under this Agreement. (including without limitation the Marksb) 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 To Seller’s knowledge, (3i) 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 the Business in the Territory, as conducted on the date of Debtor’s business as currently conducted or planned to be conducted this Agreement, does not infringe or otherwise impair or conflict with any Intellectual Property or other proprietary or personal the intellectual property rights of any third party, (ii) Seller has not received written notice from any Person of (A) any actual or threatened claim or assertion to the contrary, or (B) any actual or threatened claim or assertion that the use of any Seller Intellectual Property would infringe any intellectual property rights of any third party and (iii) there is no unauthorized use or infringement of any of the Seller Intellectual Property by any Person. (c) Except where the failure to do so would have a Material Adverse Effect, any necessary registration, maintenance and renewal fees due in connection with the Assigned Trademarks and, to the knowledge of DebtorSeller’s knowledge, the Intellectual Property owned or licensed by Debtor is Anusol Trademark, have been paid in a timely manner and all necessary documents and certificates in connection with the Assigned Trademarks and, to Seller’s knowledge, the Anusol Trademark, have, for the purposes of maintaining the Assigned Trademarks and the Anusol Trademark, been filed in a timely manner with the relevant Governmental Authorities. (d) Seller has not being infringed by entered into any third party. There is no litigation or order pending or outstanding, or to written agreement granting any Person 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own control the prosecution or use registration of any of the Intellectual Property used in Assigned Trademarks or the conduct of the business of Debtor as currently conducted Anusol Trademark. (e) Seller has not executed or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor granted to any third party, or entered into any agreement for, any license or other right to manufacture, market, or distribute the Products. (f) Other than the Acquired Assets and the Licensed Technology, Seller does not own or have a license to use any patent or trade secret necessary to manufacture and package the Products as manufactured and packaged by Seller as of the case may bedate of this Agreement. (g) This Section 5.1.4 contains the only representations and warranties of Seller regarding Seller Intellectual Property in this Agreement and any other agreement executed in connection with this Agreement and no other provision hereof or thereof shall be construed to contain any such representation or warranty.

Intellectual Property. (i) Schedule 3.1(j)(i) lists all: (A) Trupet IP Registrations; and (B) Trupet Intellectual Property that is not registered but that is material to Trupet’s business or operations. All required filings and fees related to Trupet IP Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Trupet IP Registrations are otherwise in good standing. To the knowledge and belief Knowledge of DebtorTrupet, all Marks listed on Exhibit B there are no facts or circumstances that would render any Trupet IP Registrations invalid or unenforceable. To the Knowledge of Trupet, there has been no misrepresentation or failure to disclose, any fact or circumstances in any application for Debtor and all licenses held by such Debtor related any Trupet IP Registrations that would constitute fraud or a misrepresentation with respect to such Marks constitute application or that would otherwise affect the validity or enforceability of any Trupet IP Registrations. (ii) Schedule 3.1(j)(ii) lists all Trupet IP Agreements that are material to Trupet’s business as it presently is being conducted. Trupet has made available to BCC true and complete copies of all such rights that are required Trupet IP Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Trupet IP Agreement is valid and binding on Trupet in accordance with its terms and is in full force and effect. Neither Trupet, nor, to its Knowledge, any other party thereto is in breach of or reasonably default under (or is alleged to be in breach of or default under), or has provided or received any notice of breach or default of or any intention to terminate, any Trupet IP Agreement. (iii) Except as disclosed on Schedule 3.1(j)(iii), Trupet is the sole and exclusive legal and beneficial, and with respect to Trupet’s IP Registrations, record, owner of all right, title and interest in and to Trupet’s Intellectual Property, or has the valid right to use all other Intellectual Property used in or necessary for the conduct of the Trupet’s current business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently or operations, in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licenseeach case, free and clear of any and all adverse claims Encumbrances other than Permitted Encumbrances. (including by iv) Since its inception, Trupet has entered into binding, written agreements with every current and former employee and with every current and former independent contractor, whereby such employees and contractors), liens, restrictions or other obligation independent contractors (A) assign to pay royalties, honoraria or other fees, Trupet any ownership interest and all right they may have in Trupet’s Intellectual Property Property; and (including without limitation the MarksB) used in the conduct acknowledge Trupet’s exclusive ownership of the business of Debtor as currently conducted or proposed to be conductedTrupet’s Intellectual Property. 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 Trupet provided BCC with true 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list complete copies of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may besuch agreements.

Intellectual Property. (a) The Business Services perform substantially in accordance with the functional specifications and documentation provided to customers of the Business. (b) Schedule 3.8(b) of the Disclosure Schedule sets forth an accurate and complete list of all Contracts pursuant to which Seller is obligated to pay royalties, fees, commissions or other amounts (other than sales commissions paid to any Business Employee according to Seller’s standard commissions plan) for the license or distribution of Seller Software or other Business Service or the use of any Purchased Intellectual Property. (c) Schedule 3.8(c) of the Disclosure Schedule sets forth a complete and accurate list of all Registered Purchased Intellectual Property, including (i) the jurisdiction under which each item of Registered Purchased Intellectual Property has been registered or filed and the applicable application, registration, or serial or other similar identification number, (ii) any other Person that has an ownership interest in such item of Registered Purchased Intellectual Property and the nature of such ownership interest, (iii) any actions that must be taken within ninety (90) calendar days after the date of this Agreement for the purposes of obtaining, maintaining, perfecting, preserving or renewing any Registered Purchased Intellectual Property, including to avoid prejudice to, impairment or abandonment of such Registered Purchased Intellectual Property (including all office actions, provisional conversions, annuity or maintenance fees or re-issuances) and (iv) all unregistered trademarks included in the Purchased Intellectual Property. Each of the Registered Purchased Intellectual Property is valid, enforceable and subsisting. No Registered Purchased Intellectual Property has expired, lapsed or been abandoned or deemed withdrawn according to the applicable Governmental Authority. To the knowledge Knowledge of Seller, there are no facts, circumstances, or information that would, or would reasonably be expected to, render any of the Registered Purchased Intellectual Property invalid or unenforceable. (d) Seller solely and belief exclusively owns all right, title and interest in and to all Purchased Intellectual Property free and clear of Debtorany Encumbrances. All Purchased Intellectual Property owned is fully transferable and licensable by Seller, in each case, without restriction and without payment to any Person. All Licensed Intellectual Property Rights are validly licensed to Seller pursuant to an Inbound Intellectual Property Contract. The Purchased Intellectual Property and Licensed Intellectual Property Rights constitutes all of the Technology and Intellectual Property Rights necessary and sufficient to enable Seller to develop, deliver, make available and otherwise distribute the Business Services and to otherwise enable Seller to conduct the Business as currently conducted. There are no facts, circumstances or information that would or reasonably could be expected to adversely affect, limit, restrict, impair, or impede the ability of Purchaser to use, practice and otherwise exploit the Purchased Intellectual Property upon the Closing in the same manner as currently used, practiced and otherwise exploited by Seller in the Business. (e) Schedule 3.8(e) of the Disclosure Schedule is a complete and accurate list of any Contract relating to the development, use or enforcement of any Purchased Intellectual Property, including any settlement, consent, cross-license, co-existence, acquisition, divestiture, development or similar agreement. (f) Schedule 3.8(f) of the Disclosure Schedule is a complete and accurate list of (i) each Outbound Intellectual Property Contract, other than non-exclusive licenses to customers under Seller’s standard form sales contract used in the Business, the form of each of which has been made available to Purchaser; and (ii) each Inbound Intellectual Property Contract, other than non-exclusive, internal use, object code software licenses granted to end user customers in the ordinary course of business consistent with past practice. (g) Each Person who is or was a founder or an employee, officer, director, contractor or consultant of Seller and who is or was involved in the creation or development of any Purchased Intellectual Property has signed an enforceable agreement containing (i) terms for such Person to maintain in confidence all confidential or proprietary information received by them in the course of their employment by or engagement with Seller and (ii) a valid and effective assignment to Seller of all Intellectual Property Rights in such Person’s contribution to any Intellectual Property Rights and Technology created, developed, conceived or invented by such Person in the course and scope of such Person’s employment by or engagement with Seller (each, an “Invention Assignment Agreement”). Seller has made available to Purchaser true, correct and complete copies of each of the Invention Assignment Agreements. No Person has retained any ownership interest in or rights to any Purchased Intellectual Property. No current or former securityholder (whether direct or indirect), officer, director or employee of Seller, and no contractor, consultant or other Person employed or engaged by or on behalf of Seller, has any claim, right (whether or not currently exercisable) or ownership interest in any Purchased Intellectual Property. No Person other than Seller has any ownership interest in or exclusive rights to any Business Services or other Purchased Intellectual Property or any improvements thereto. There are no facts, circumstances or information that would or reasonably could be expected to adversely affect, limit, restrict, impair, or impede the ability of Purchaser to use, practice and otherwise exploit the Purchased Intellectual Property upon the Closing in the same manner as currently used, practiced and otherwise exploited by Purchaser in the Business. Seller has not received any written notice or claim: (x) challenging Seller’s sole and exclusive ownership of any Purchased Intellectual Property, or (y) suggesting that any other Person has any claim of legal or beneficial ownership with respect thereto or suggesting that any such Purchased Intellectual Property is invalid or unenforceable. No Purchased Intellectual Property is subject to any outstanding Order, nor are there any Actions against Seller or its Affiliates restricting the use, practice, sale, transfer, licensing or exploitation thereof by Seller. (h) Neither the conduct of the Business, as previously or currently conducted or as currently proposed to be conducted, nor the exploitation of the Purchased Assets or any Purchased Intellectual Property, (i) infringes, misappropriates, dilutes, uses or discloses without authorization, or otherwise violates any Intellectual Property Rights or Technology of any Person, or has done, will do, or contributes to any of the foregoing or (ii) constitutes, has constituted, or will constitute unfair competition or trade practices under any applicable Law. Except as set forth in Schedule 3.8(h) of the Disclosure Schedule, since the Lookback Date, (x) no Person has asserted or threatened in writing to assert or, to Seller’s Knowledge, otherwise threatened to assert or against Seller any claim of infringement, misappropriation, or other violation of any Intellectual Property Rights or Technology, (y) to the Knowledge of Seller, no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Purchased Intellectual Property Rights or Technology, and (z) Seller has not received any written notice of any actual, alleged or suspected infringement or misappropriation of any Purchased Intellectual Property Rights or Technology. (i) Schedule 3.8(i) of the Disclosure Schedule sets forth an accurate and complete list of all Sales Platforms. Seller owns, leases, licenses or otherwise has the right to use, or have operated on its behalf, all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related to such Marks constitute all such rights Sales Platforms that are required used in or reasonably necessary for the conduct of the business Business. The Sales Platforms are free from any Malicious Code, defect, virus or programming, design or documentation error or corruption that would have a material effect on the operation or use of Debtor the Seller Software. Seller has not experienced, since the Lookback Date, any material disruption to, or material interruption in, the conduct of Business attributable to a failure or deficiency of the Sales Platforms. Seller has implemented reasonable disaster recovery plans, procedures and facilities for the Business and has implemented industry standard procedures to safeguard the security and the integrity of the Sales Platforms and to prevent the introduction of Malicious Code. (j) No source code for any Seller Software or relating to any Purchased Intellectual Property has been disclosed, delivered, licensed or made available to any other Person who is not, as currently conductedof the date of this Agreement, a current or former employee, contractor or consultant of Seller who has executed an Invention Assignment Agreement. Seller does not have any duty or obligation (whether present, contingent or otherwise) to disclose, deliver, license or make available the source code for any Seller Software or relating to any Purchased Intellectual Property to any escrow agent or other Person. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery, license or disclosure of any source code for any Seller Software or relating to any Purchased Intellectual Property to any other Person who is not, as of the date of this Agreement, an employee, contractor or consultant of Seller who has executed an Invention Assignment Agreement. The execution and performance of this Agreement will not result in a release from escrow or other delivery to a third party of any source code to Seller Software or relating to any Purchased Intellectual Property. (k) Schedule 3.8(k) of the Disclosure Schedule contains a true, complete, and accurate list of: (i) each item of Open Source Software that is used by Seller in connection with the Business, (ii) the corresponding Open Source License pursuant to which Seller received such Open Source Software, (iii) the URL or other source from which Seller obtained such Open Source Software, (iv) whether such Open Source Software is distributed by Seller, (v) the function performed by such Open Source Software and (vi) the technical manner in which such Open Source Software communicates, links to, or otherwise interacts with any software code that is owned by Seller. All use and distribution of Seller Software, Business Services and such Marks (and all applications and registrations therefor) are currently Open Source Software by or through Seller is in full compliance in all material respects with all legal requirements Open Source Licenses applicable to the use and distribution of such Seller Software, Business Services and Open Source Software. Seller has not incorporated any Copyleft Materials into any Seller Software or Business Services or used any Copyleft Materials, in each case, in a manner that requires Seller Software, Business Services, Purchased Intellectual Property, or any portion of any of the foregoing, to be subject to a Copyleft License or requires or would require Seller, Purchaser or any of their Affiliates to grant Intellectual Property licenses or rights. (including, without limitation, timely filings, proofs l) Schedule 3.8(l) of the Disclosure Schedule sets forth an accurate and payments complete list of all fees)Contracts pursuant to which any Person has obtained or may obtain rights to receive any Seller Software or any Software in any Business Services in source code form through or from any escrow agent or any other Person. (m) No funding, and are valid and enforceablefacilities or personnel of any Governmental Authority or any public or private university, and are not college, hospital or other educational or research institution (each, an “Institution”) (including any funding or work performed under a Government Contract) were used, directly or indirectly, to develop or create, in whole or in part, any Purchased Intellectual Property. To the Knowledge of Seller, no current or former employee, consultant or independent contractor of Seller who was involved in, or who contributed to, the creation or development of any Purchased Intellectual Property: (i) has performed services for any Institution during a period of time during which such employee, consultant or independent contractor was also performing services for Seller, or (ii) was or is operating under any grants from any Governmental Authority or private source or subject to any filings, fees employment agreement in invention assignment or non-disclosure agreement or other actions falling due within ninety obligations with any third party that could adversely affect Seller’s rights in any Purchased Intellectual Property. No Institution (90x) days after the date hereof. Debtor owns or otherwise possesses adequate licenses has any other rights in or to, (y) purports to own or have any other valid rights in or to use, sell and license, free and clear of or (iii) has any and all adverse claims (including by current and former employees and contractors), liens, restrictions option to obtain any rights in or other obligation to pay royalties, honoraria or other feesto, any and all Purchased Intellectual Property or Business Services. (including without limitation the Marksn) used in the conduct of the business of Debtor as currently conducted Seller is not and has never been a member or proposed promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate Seller to be conducted. No Marks have been within the preceding three grant or offer to any other Person any license or right to any Purchased Intellectual Property. (3o) 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 Seller has taken all reasonable steps measures and precautions reasonably necessary to maintain, police and protect the Marks owned or used in confidentiality and value of confidential and proprietary information, trade secrets and the operation Purchased Intellectual Property. Seller has not incorporated into any of Debtor’s business. The conduct of Debtor’s business as currently conducted or planned the Purchased Assets, and Seller has not and will not disclose to be conducted does not infringe or otherwise impair or conflict with Purchaser, any Intellectual Property or other proprietary or personal rights confidential information of any third party. To the Knowledge of Seller, andthere has been no unauthorized disclosure of any trade secrets included in the Purchased Intellectual Property. Seller has protected and maintained the confidentiality of, and the rights of Seller in, Seller’s confidential and proprietary information and trade secrets in accordance with industry best practices. Seller has taken steps to protect the confidential information of any Person provided to Seller in accordance with all applicable obligations of confidentiality. (p) Schedule 3.8(p) of the Disclosure Schedule contains a true, correct and complete list of all social media accounts that Seller uses, operates or maintains related to the knowledge of DebtorBusiness Services or the Purchased Assets, the Intellectual Property owned including in connection with marketing 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use promoting any of the Business Services. Schedule 3.8(p) of the Disclosure Schedule also lists, for each such social media account, the account name, user name, nickname, display name, handle and any other identifier registered or used by or for Seller with respect to such social media account. (q) The Purchased Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party Schedule contains a true, correct and complete list of all software (other than generally commercially availableregistered or registrable Technology and Intellectual Property Rights that are owned, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is purported to be owned or used exclusively licensed, in whole or in part, by DebtorSeller, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor in each case that are related to any third party, as the case may beBusiness.

Intellectual Property. To the knowledge PSB Disclosure Schedule 3.32 sets forth a true, complete 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments correct list of all fees), and are valid and enforceable, and are not subject to any filings, fees PSB Intellectual Property. PSB or other actions falling due within ninety (90) days after the date hereof. Debtor its Subsidiaries owns or otherwise possesses adequate licenses or other has a valid rights license to use, sell and licenseuse all PSB Intellectual Property, free and clear of any and all adverse claims (including by current and former employees and contractors)Liens, liens, restrictions royalty or other obligation payment obligations (except for royalties or payments with respect to pay royalties, honoraria or other fees, any and all off-the-shelf Software at standard commercial rates). The PSB Intellectual Property (including without limitation constitutes all of the Marks) used in the conduct of Intellectual Property necessary to carry on the business of Debtor PSB and its Subsidiaries 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 PSB Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or other proprietary or personal rights abandoned, and neither PSB nor any of any third party, and, to its Subsidiaries has received notice challenging 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 PSB Intellectual Property. None of PSB or any Intellectual Property of Debtorits Subsidiaries is, nor will any of them be as a result of the execution and delivery of this Agreement or the performance by PSB of its obligations hereunder, in violation of any licenses, sublicenses and other agreements as to which PSB or any of its Subsidiaries is a party and pursuant to which PSB or any of its Subsidiaries is authorized to use any third-party patents, trademarks, service marks, copyrights, trade secrets or computer software, and neither PSB nor any of its Subsidiaries has received notice challenging PSB’s or any of its Subsidiaries’ license or legally enforceable right to use any such third-party intellectual property rights. The consummation of the transactions contemplated hereby will not result in the alteration, material loss or impairment of the validity, enforceability right of PSB or Debtor’s right any of its Subsidiaries to own or use any PSB Intellectual Property. Since January 1, 2023, neither PSB nor any of the its Subsidiaries has been a party to any litigation or received any written notice alleging infringement or misappropriation of any third-party Intellectual Property, nor has PSB or any of its Subsidiaries initiated any litigation to enforce its Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may berights.

Intellectual Property. (a) CGI has, or 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 the BioPharma Business as described in the CGI SEC Reports and which the failure to do so could have a Material Adverse Effect (collectively, the “CGI Intellectual Property Rights”). CGI has not received a notice (written or otherwise) that any of, the CGI 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. CGI has not received, since the date of the latest audited financial statements included within the CGI SEC Reports, a written notice of a claim or otherwise has any knowledge that the CGI Intellectual Property Rights violate or infringe upon the rights of any Person. To the knowledge and belief Knowledge of DebtorCGI, all Marks listed on Exhibit B for Debtor such CGI Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the CGI Intellectual Property Rights. CGI has taken reasonable security measures to protect the secrecy, confidentiality and value of all licenses held by such Debtor related of their intellectual properties, except where failure to such Marks constitute do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Section 5.14(b) of the CGI Disclosure Schedule sets forth a list of all such rights (i) Patents, (ii) Trademarks, (iii) Copyrights and (iv) Internet domain names, in each instance, that are required owned (or reasonably purported to be owned) by or exclusively licensed to CGI solely with respect to the BioPharma Business and that are the subject of a registration or a pending application for registration (collectively, “CGI Registered Intellectual Property”). (c) To the Knowledge of CGI, all assignments to CGI of Patents constituting Owned Intellectual Property that are material to the BioPharma Business of CGI exist and have been, or will be, properly executed and recorded. CGI (i) (A) solely and exclusively owns all right, title and interest in and to all Owned Intellectual Property included in the Purchased Assets and (B) to the Knowledge of CGI, is the sole and exclusive (as set forth in the applicable license agreement) licensee of all Exclusive Intellectual Property included in the Purchased Assets, in each case free and clear of all Encumbrances (except for Permitted Encumbrances and licenses granted under the IP Contracts) and (ii) CGI owns, possesses, licenses or has other rights to use, or could obtain on commercially reasonable terms, all Intellectual Property necessary for the conduct of the business of Debtor BioPharma Business as now conducted and as currently proposed to be conducted. All such Marks (None of the Owned Intellectual Property included in the Purchased Assets or, to the Knowledge of CGI, Exclusive Intellectual Property included in the Purchased Assets is subject to any pending or, to the Knowledge of CGI, threatened claims of joint ownership and all applications registration, renewal, maintenance and registrations thereforother payments that are or have become due with respect to each item of CGI Registered Intellectual Property have been timely paid, by or on behalf of the owner of such item. The Owned Intellectual Property and Exclusive Intellectual Property included in the Purchased Assets are each (A) are currently in compliance in all material respects with all legal requirements (includingsubsisting and, without limitationto the Knowledge of CGI, timely filings, proofs and payments of all fees), and are valid and enforceable, and are (B) not subject to any filingsoutstanding order, fees judgment or other actions falling due within ninety decree. (90d) days after No Patent constituting Owned Intellectual Property included in the date hereof. Debtor owns Purchased Assets or, to the Knowledge of CGI, Exclusive Intellectual Property included in the Purchased Assets has been or is now involved in any reissue, reexamination, inter-partes review, post-grant review, or opposition proceeding. (e) To the Knowledge of CGI, neither the conduct of the BioPharma Business, nor the use of any Intellectual Property by CGI with respect to the BioPharma Business misappropriates, infringes on, or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear violates the Intellectual Property of any Person. There is no Proceeding pending or, to the Knowledge of CGI, threatened against CGI or any of its Affiliates at Law or in equity by or before any Governmental Authority alleging the violation, misappropriation, or infringement of the Intellectual Property of any Person by the BioPharma Business or that any of the Owned Intellectual Property or Exclusive Intellectual Property included in the Purchased Assets is invalid or unenforceable. (f) To the Knowledge of CGI, no Person is misappropriating, infringing or violating, or intending to misappropriate, infringe or violate, any Owned Intellectual Property or Exclusive Intellectual Property included in the Purchased Assets. (g) Section 5.14(g) of the CGI Disclosure Schedule sets forth a complete and correct list of all adverse claims Intellectual Property Contracts affecting the BioPharma Business to which CGI is a party. (including by h) To the Knowledge of CGI, each current and Former Employee of CGI who works or worked in the BioPharma Business and each current and former employees independent contractor and contractors)consultant of CGI who provides or provided services to the BioPharma Business, liensin each instance, restrictions who was or other obligation is involved in the invention, creation, development, design or modification of any Intellectual Property included in the Purchased Assets has executed a valid and binding written agreement expressly assigning, or is obligated to pay royaltiesassign, honoraria to CGI all right, title, and interest in and to any inventions and works of authorship, whether or other feesnot patentable, invented, created, developed, conceived and/or reduced to practice during the term of such employee’s employment or such independent contractor’s or consultant’s work for CGI relating to the BioPharma Business or any of the Products relating to the BioPharma Business being researched, developed, manufactured or sold by CGI or that may be used with any such Products, and all Intellectual Property therein or related thereto. In addition, (including without limitation i) to the MarksKnowledge of CGI, each current and Former Employee and each current and former independent contractor and consultant of CGI has executed, or is obligated to execute, a valid assignment for each Patent that is invented by such current or Former Employee of CGI or current or former independent contractor or consultant relating to the BioPharma Business or any of the Products relating to the BioPharma Business being researched, developed, manufactured or sold by CGI or that may be used with any such Products and (ii) with respect to any Patent included in the Purchased Assets that is jointly owned by CGI and a third party, to CGI’s Knowledge, such third party has obtained or is obliged to obtain a valid, written assignment from each of the inventors employed or contracted by such third party conveying all rights, title, and interest to such third party. (i) To the Knowledge of CGI, each current and Former Employee of CGI who works or worked in the BioPharma Business and each current and former independent contractor and consultant of CGI who provides or provided services to the BioPharma Business, in each instance, is subject to a non-disclosure or other confidentiality agreement with respect to confidential information of the BioPharma Business. (j) CGI has taken reasonable steps to maintain police and protect the CGI Owned Intellectual Property and CGI Exclusive Intellectual Property that is material to the BioPharma Business (“CGI Material Intellectual Property”). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all CGI Material Intellectual Property that derives actual or potential economic value from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use has been maintained in confidence in accordance with protection procedures that are in accordance with procedures customarily used in the industry to protect rights of like importance and, to the Knowledge of CGI, adequate for protection against unauthorized disclosure or use. To the Knowledge of CGI, there has been no unauthorized disclosure of any such CGI Material Intellectual Property. (k) 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 of CGI operate (A) to the Knowledge of CGI, in all material respects in accordance with their documentation and functional specifications and (B) as required by CGI to operate the BioPharma Business as presently conducted and (C) to the Knowledge of CGI, have not materially malfunctioned or failed. CGI has implemented commercially reasonable measures to protect the confidentiality and security of such IT Assets and information stored or contained therein against any unauthorized use, access, interruption or corruption. CGI has implemented commercially reasonable data backup, data storage, system redundancy and disaster avoidance procedures with respect to its IT Assets. To the Knowledge of CGI, CGI has obtained and possess valid licenses to use all of the software programs present on the IT Assets and other software-enabled electronic devices that CGI owns or leases or that it has otherwise provided to its employees, independent contractors and consultants for their use. (l) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the Knowledge of CGI, CGI owns and possesses all right, title and interest in and to (or has the right pursuant to a valid and enforceable license or otherwise possesses legally enforceable rights to use) all Intellectual Property that is necessary for or used or held for use in the conduct of the business of Debtor BioPharma Business in substantially the same manner as currently conducted or proposed to be presently conducted. No Marks have been within Neither the preceding three (3) years execution and delivery of this Agreement, nor the performance of this Agreement by CGI, will result in the loss, forfeiture, termination, or are now the subject impairment of, or give rise to a right of any claims Person to limit, terminate, or litigation and, failure to consent to the knowledge continued use of, any rights of DebtorCGI in any CGI Owned Intellectual Property, 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 CGI Exclusive Intellectual Property or other proprietary or personal rights of any third partyCGI Material Non-Exclusive Intellectual Property, 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, in each case 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 hereby will not result are included in the alterationPurchased Assets, loss except as has not had and would not reasonably be expected to have, individually or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party aggregate, a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beMaterial Adverse Effect.

Intellectual Property. 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 (a) Schedule 3.13(a) of the business of Debtor as currently conducted. All such Marks (Disclosure Schedules sets forth a true, complete and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments accurate list of all fees)Registered IP that as of the date hereof is included in the Transferred Intellectual Property. The issued Patents, registered Copyrights and registered trademarks required to be set forth in Schedule 3.13(a) of the Disclosure Schedules are subsisting and, to the Knowledge of Seller, valid and enforceable. One of the Seller Parties is the sole and exclusive owner and, and are not subject with respect to any filingsthe Registered IP, fees or other actions falling due within ninety (90) days after record owner, of all the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licenseTransferred Intellectual Property, free and clear of any and all adverse claims (including by current and former employees and contractors), liens, restrictions or Encumbrances 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 partythan Permitted Exceptions. There is no litigation or order Action pending or outstandingor, or to the knowledge Knowledge of Debtor, Seller threatened, that seeks to limit or challenge or that concerns challenging the ownership, usescope, validity or enforceability of any Marks Transferred Intellectual Property, other than office actions in the course of prosecution with respect to Registered IP. As of and immediately following the Closing, neither Seller nor any of its Affiliates will own, have a license to, or hold any rights in any Transferred Intellectual Property except as set forth in the Intellectual Property License Agreement. The Transferred Intellectual Property is fully transferable, alienable and licensable, in each case, without restriction beyond those imposed by export control Laws and without payment of any kind to any Person beyond payment of fees to the Patent and Trademark office, domain name registrars and other Intellectual Property offices of the applicable Governmental Authorities. (b) There is no, and since January 1, 2018, there has been no, Action (excluding investigations of which Seller does not have Knowledge) pending or, to the Knowledge of Seller, threatened against any of the Seller Parties alleging that the conduct of the Business infringes, violates or misappropriates Intellectual Property Rights of any Person that has resulted in or would reasonably be expected to result in a material liability to the Business, taken as a whole. There are no pending, unresolved claims for indemnity by or against any Seller Party covering any Released Products and, to the Knowledge of Seller, there is no particular reason to expect any such a claim is forthcoming. (c) The conduct of the Business does not infringe, violate or misappropriate, and since January 1, 2018, has not infringed, violated or misappropriated, the Intellectual Property Rights of any Person in a manner that has resulted in or would reasonably be expected to result in a material liability to the Business, taken as a whole, Section 3.4(b), Section 3.6(b), Section 3.13(b), this Section 3.13(c) and Section 3.13(d) contain the sole and exclusive representations and warranties regarding any infringement or misappropriation of Intellectual Property Rights. (d) To the Knowledge of Seller, no Person is engaging in any activity that infringes, misappropriates or violates any of the Transferred Intellectual Property. (e) The members of the Seller Group have taken commercially reasonable measures to protect and preserve the confidentiality, integrity, and security of the material Trade Secrets included in the Transferred Intellectual Property, including requiring all Persons having access thereto to execute written Contracts containing non-disclosure and non-use obligations. There has not been any disclosure of (or access to) any material Trade Secret included in the Transferred Intellectual Property to any Person other than pursuant to an agreement that such Trade Secrets be treated as confidential information, except where failure to do so would not reasonably be expected to be, individually or in the aggregate, material to the Business. (f) Except where failure to do so would not reasonably be expected to be, individually or in the aggregate, material to the Business, each employee, contractor and consultant of Seller and its Affiliates that has delivered, developed, contributed to, modified, or improved material Intellectual Property owned or purported to be owned by the Seller Parties and used by the Business that are not owned by a Seller Party by operation of law (each, a “Contributor”) has executed a valid written agreement assigning to Seller exclusive ownership of all such Contributors’ right, title, and interest in and to such Intellectual Property that does not vest with Seller and its Affiliates initially by operation of law. (g) None of the Seller Parties are a member or promoter of, or a contributor to, or have made any commitments or agreements regarding, any patent pool, industry standards body, standard setting organization, industry or similar organization, in each case that requires or obligates any of the Seller Parties to grant or offer to any other Person any license or other rights related to FRAND / RAND or zero-royalty license to any Transferred Intellectual Property, except as set forth in Schedule 3.13(g) of the Disclosure Schedules. (h) Except as has not been or as would not reasonably be expected to be materially adverse to the Business, since January 1, 2018, (i) no Person has gained unauthorized access to, acquired, or engaged in unauthorized Processing of any Personal Data, and (ii) there have been no failures, breakdowns, breaches, outages or unavailability of the hardware, databases, firmware, networks, platforms, servers, interfaces, applications, web sites or related systems primarily used in the Business (collectively, the “Business Information Systems”), in each case of clauses (i) and (ii), whether owned or maintained by the Seller Group, subcontractors or vendors, or any Intellectual Property other Persons on behalf of Debtorthe Seller Group (each, a “Security Breach”) and none of the Seller Parties has a particular reason to reasonably suspect that a Security Breach has occurred. The Business Information Systems and any Software included in the Transferred Technology are subject to IT security measures designed and implemented consistent with industry practices to keep them free from any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” (as these terms are commonly used in the computer software industry) or other software routines or hardware components designed to permit unauthorized access, to disable or erase software, hardware, or data, or to transmit or receive any unauthorized information or materials. (i) Except as has not been or as would not reasonably be expected to be materially adverse to the Business, the Seller Group has at all times since January 1, 2018, (i) used commercially reasonable administrative, technical and physical controls, technologies, processes and practices designed to prevent Security Breaches, and (ii) maintained in place in connection with the Business commercially reasonable security measures, controls, technologies, policies and safeguards sufficient to comply in all material respects with applicable Privacy Obligations and Contracts and requires the same of all vendors that Process Personal Data on their behalf. (j) Except as has not been and as would not, individually or in the aggregate, reasonably be expected to be material to the Business, the Seller Parties are, and since January 1, 2018 have been, in compliance with all Privacy Obligations. The Seller Parties materially follow their posted Privacy Policies regarding the Seller Parties’ Processing of Personal Data in connection with the operation of the Business. Neither the execution, delivery, or performance of this Agreement nor the consummation of any of the transactions contemplated hereby by this Agreement will violate any Privacy Obligation or Privacy Policy. There is no pending complaint, audit, proceeding, investigation, or claim initiated, or, to the Knowledge of Seller, threatened by any Person or Governmental Authority alleging a violation of a Privacy Obligation with respect to the operation of the Business that would reasonably be expected to result in a material liability to the Business, taken as a whole. (k) Except as has not been and as would not, individually or in the aggregate, reasonably be expected to be material to the Business, none of the Business Products or Transferred Technology includes or uses any Open Source Software in a manner which would (i) require the disclosure or distribution in source code form of any material proprietary Software owned by Seller that is kept confidential and included in the Business Products or Transferred Technology, (ii) require as a condition of the use, modification or distribution that any material proprietary Software owned by Seller that is kept confidential and included in the Business Products or Transferred Technology be disclosed or distributed or require the licensing thereof for the purpose of making derivative works or impose any restriction on the consideration to be charged for the distribution thereof or (iii) create, or purport to create, any obligations for Seller or any of its Affiliates (or, after the Closing, on Buyer or any of its Affiliates) to license or grant rights with respect to any Transferred Intellectual Property or material Software owned by any of them. The Seller Parties’ use of Software and Technology has been, and is, in material compliance with the terms and conditions of all applicable Open Source License terms, except where failure to do so would not, individually or in the aggregate, reasonably be expected to be material to the Business. (l) Except pursuant to a written Contract imposing reasonable obligations of confidentiality and limiting use of such source code to activities in connection with the Business Products, neither Seller nor any of its Affiliates, nor any other Person, has disclosed or delivered to any third Person, including an escrow agent, any source code of the Software included in the Transferred Technology. To the Knowledge of Seller and except as has not been and as would not, individually or in the aggregate, reasonably be expected to be material to the Business, 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, require the disclosure or delivery by Seller, its Affiliates, or any other Person acting on behalf of Seller or its Affiliates to any third Person of any source code of any Software included in the Transferred Technology. Except as has not been and as would not, individually or in the aggregate, reasonably be expected to be material to the Business, neither the execution, delivery nor performance of this Agreement or any Ancillary Agreement, will result in the alterationrelease from escrow or delivery of any source code of any Software included in the Transferred Technology to any Person. (m) No funding, loss facilities or impairment personnel of the validityany Governmental Authority, enforceability university or Debtor’s right other academic institution were used to own develop or use create, in whole or in part, any of the Transferred Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beTransferred Technology.

Intellectual Property. To (a) Section 5.10(a) of the knowledge Buyer Disclosure Memorandum contains a complete and belief accurate list of Debtorthe Registered Intellectual Property owned by the Buyer Entities and lists: (i) the record owner of such Registered Intellectual Property; and (ii) the jurisdictions in which such Registered Intellectual Property has been issued or registered, or in which an application for registration or issuance is pending. Except as disclosed in Section 5.10(a) of the Buyer Disclosure Memorandum, a Buyer Entity owns each material item of Owned Intellectual Property free and clear of any Lien. (b) The Buyer Intellectual Property constitutes all Marks listed on Exhibit B for Debtor Intellectual Property that is currently used or otherwise exploited by the Buyer Entities in their business as it is currently conducted and all licenses held as it relates to the development and commercialization of any Buyer Product Candidate. Each material item of Registered Intellectual Property owned by such Debtor related the Buyer Entities is valid and subsisting. Except as disclosed in Section 5.10(b) of the Buyer Disclosure Memorandum, no material Buyer Intellectual Property is subject to such Marks constitute all such rights that are required any proceeding or reasonably necessary for outstanding decree, order, judgment, agreement or stipulation restricting in any respect the use, transfer or licensing thereof by any Buyer Entity. (c) Except as disclosed in Section 5.10(c) of the Buyer Disclosure Memorandum, to the Knowledge of Buyer, no Person is infringing or misappropriating, or within the past three (3) years has infringed or misappropriated, any material Buyer Intellectual Property. (d) Except as disclosed in Section 5.10(c) of the Buyer Disclosure Memorandum, no Buyer Entity has received a written notice from any third party alleging, or an opinion of counsel directed to, and the current conduct of Buyer’s business and/or the business development, manufacture, use, sale, offer for sale, importation or other commercial exploitation, of Debtor any Buyer Product Candidate, does not, infringe (without reference to any research or development exemption therefrom) or misappropriate any Intellectual Property of any third party or constitute unfair competition or trade practices under the Laws of any jurisdiction, except as currently conducted. All such Marks would not reasonably likely have, individually or in the aggregate, a Buyer Material Adverse Effect. (and all applications and registrations therefore) are currently in compliance The Buyer Entities have complied in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all adverse claims each applicable Regulatory Authority (including the United States Patent and Trademark Office and foreign counterparts thereof) with respect to the filing and prosecution of the Registered Intellectual Property owned by current the Buyer Entities and former material to their respective businesses. Except as disclosed in Section 5.10(e) of the Buyer Disclosure Memorandum, no Buyer Entity has received written notice from a third party or has obtained an opinion of counsel addressing any prior art or prior public uses, sales, offers for sale or disclosures which would invalidate any such Registered Intellectual Property (in whole or in part). (f) The Buyer Entities have taken reasonable and customary steps to protect the rights of the Buyer Entities in their material Trade Secrets. All employees of and contractors)consultants to the Buyer Entities with permitted access to material Trade Secrets of the Buyer Entities are party to written Contracts under which, liensamong other things, restrictions each such employee or other obligation consultant is obligated to pay royalties, honoraria or other fees, any maintain the confidentiality of such Trade Secrets and assign to a Buyer Entity all Intellectual Property (including without limitation the Marks) used created by such employee or consultant in the conduct scope of employment or consultancy with the business of Debtor as currently conducted Buyer Entities. All Owned Intellectual Property developed under Contract to the Buyer Entities has been assigned to a Buyer Entity or proposed is contractually obligated 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beassigned.

Intellectual Property. (a) Harpoon has the rights and authority to grant the rights and licenses as provided herein. (b) To the knowledge and belief Knowledge of DebtorHarpoon, 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees), and Transferred Patents are valid and enforceable. (c) There are no inventorship challenges, or opposition, reissue, reexamination, nullity, post-grant review or interference proceedings declared, commenced or provoked or, to the Knowledge of Harpoon, threatened, with respect to any Transferred Patents and are there is no pending or threatened Action that alleges that any Transferred Patent is invalid or unenforceable. (d) To the Knowledge of Harpoon, neither the use of the Transferred Intellectual Property or Harpoon Intellectual Property as practiced by Harpoon, nor the actual or contemplated research, development, manufacture, use, sale, offer to sell or import of any product covered by the Transferred Intellectual Property or Harpoon Intellectual Property, has infringed, infringes or would infringe upon any Intellectual Property of any Third Party. (e) There is no pending or, to the Knowledge of Harpoon, threatened Action that alleges that Harpoon has infringed or misappropriated any intellectual property rights of any Third Party. (f) Schedule 3.4(f) sets forth a true, correct and complete list of all Contracts pursuant to which Harpoon has assigned, transferred, licensed, distributed or otherwise granted any right or access to any Person, or covenanted not to assert any right, with respect to any Transferred Intellectual Property. No exclusive rights have been granted to third parties (i) in any Transferred Intellectual Property or (ii) in any Harpoon Intellectual Property in the Maverick Field. (g) Each current or former employee of Harpoon and each current or former independent contractor of Harpoon has executed a valid and binding written agreement expressly assigning to Harpoon all right, title and interest in any Transferred Intellectual Property developed by such Person. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (h) Harpoon has not employed and, to its Knowledge, has not used a contractor or consultant that has employed, any individual or entity (a) debarred by the FDA (or subject to a similar sanction of any filingsother applicable Regulatory Authority), fees (b) who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of any other actions falling due within ninety applicable Regulatory Authority), or (90c) days after who has been charged or convicted under United States Law for conduct relating to the date hereof. Debtor owns development or approval, or otherwise possesses adequate licenses or other valid rights relating to usethe regulation, sell and license, free and clear of any and all adverse claims (including by current and former employees and contractors)product under the Generic Drug Enforcement Act of 1992, liensin each case, 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, its activities prior to the knowledge Closing Date. (i) Except for the [***] Patent and any Know-How directed to [***], all Intellectual Property relating to the Maverick Field that is owned by or licensed to Harpoon as of Debtor, no claims or litigation have been alleged or threatened. Debtor has taken all reasonable steps immediately prior 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 Effective Time is either Harpoon Intellectual Property or other proprietary or personal rights of any third party, and, to the knowledge of Debtor, the Transferred 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beProperty.

Intellectual Property. To Schedule 3.1.9 sets forth a list of all of the knowledge and belief of Debtor, all Marks SELLER’s Intellectual Property. All Intellectual Property listed on Exhibit B for Debtor Schedule 3.1.9, is valid, enforceable and all licenses held by such Debtor related subsisting. SELLER has the exclusive right to such Marks constitute all such rights that are required or reasonably necessary for the conduct of the business of Debtor as currently conducted. All such Marks (file, prosecute and maintain all applications and registrations therefor) are currently with respect to such Intellectual Property. Except as set forth in compliance in all material respects with all legal requirements (includingSchedule 3.1.9, without limitation, timely filings, proofs and payments none of all fees), and are valid and enforceable, and are not the Intellectual Property is subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 Lien 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 favor of any third partyparty and SELLER owns all right, andtitle and interest therein and no other Person has any right, title or interest in or to the knowledge any of Debtor, the Intellectual Property owned or licensed by Debtor is not being infringed by any third partyProperty. There is no litigation or order pending or outstandingExcept as set forth in Schedule 3.1.9, none of SELLER’s rights in 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in shall be adversely affected by its execution or delivery of this Agreement or by the conduct performance of its obligations hereunder. No claims with respect to any Intellectual Property have been asserted or threatened by any Person against VHI. No use of any of the business Intellectual Property by SELLER constitutes or has constituted an unauthorized use, infringement, misappropriation or other violation of Debtor as currently conducted or proposed the Intellectual Property of any other Person and no valid grounds exist for any claims against SELLER with respect to be conductedany Intellectual Property. Debtor has made available to Secured Party a list Without limiting the generality of all software (other than generally commercially availablethe foregoing, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed no Person ever employed or otherwise distributed engaged by Debtor SELLER has asserted or, to SELLER’s knowledge, threatened any claim against SELLER relating to any Intellectual Property. To SELLER’s knowledge, there has not been, nor is there presently, any unauthorized use, infringement, misappropriation or violation of any of the Intellectual Property by any Person. Except as set forth in Schedule 3.1.9, SELLER has the full and exclusive right to possess, use, copy, distribute, display, transfer and license all of the Intellectual Property. Except as set forth in Schedule 3.1.9, SELLER has not entered into any agreement to indemnify any other Person against any charge of infringement of any Intellectual Property. SELLER has not entered into any agreement granting any third partyparty the right to bring infringement actions with respect to, or otherwise to enforce rights with respect to, any of the Intellectual Property. SELLER has paid all material fees, annuities and all other payments which have heretofore become due to any Governmental Authority with respect to the Intellectual Property and has taken all steps reasonable and necessary to prosecute and maintain the same. Except as the case may beset forth on Schedule 3.1.9, SELLER has not transferred its title in or to any ACCESSIBLE Intellectual Property. Except as set forth on Schedule 3.1.9, SELLER has not permitted any Person to utilize any Intellectual Property.

Intellectual Property. To (a) Except as disclosed in the knowledge Ramtron SEC Documents, Ramtron owns or has the right to use all material Intellectual Property Rights necessary or required for the operation of the business of Ramtron as currently conducted or to manufacture products or to sell services currently under development by Ramtron (collectively, "Ramtron IP Rights"), and belief has the right to use, license, sublicense or assign the same without material liability to, or any requirement of Debtorconsent from, all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related to such Marks any other Person or party. The Ramtron IP Rights constitute all such rights that are required or reasonably Intellectual Property Rights necessary for the conduct of its businesses in the business of Debtor as currently conductedmanner conducted immediately prior to the Initial Closing Date. All such Marks (and Subject to NEBF's security interest in the Ramtron IP Rights, all applications and registrations therefor) Ramtron IP Rights are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, either owned by Ramtron free and clear of all liens and encumbrances or are used pursuant to a license agreement; each such Ramtron IP Right, including patents granted to Ramtron, has been validly granted to Ramtron or properly registered by Ramtron; each such license agreement is valid and enforceable and in full force and effect; Ramtron is not in material default thereunder; and to the knowledge of Ramtron, no corresponding licensor is in material default thereunder. Except as disclosed in the Ramtron SEC Documents, none of the Ramtron IP Rights infringes or otherwise conflicts with any and all adverse claims (including by current and former employees and contractors), liens, restrictions Intellectual Property Rights 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 right of any claims or litigation andPerson; there is no pending or, to the knowledge of DebtorRamtron, no claims or litigation have been alleged or threatened. Debtor has taken all reasonable steps to maintainthreatened (in writing) litigation, 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 adversarial proceeding, administrative action or other proprietary challenge or personal rights of claim relating to any third party, and, Ramtron IP Rights; there is no outstanding order relating to any Ramtron IP Rights; to the knowledge of DebtorRamtron, there is currently no infringement by any Person of any Ramtron IP Rights; and the Intellectual Property owned Ramtron IP Rights owned, used or licensed possessed by Debtor Ramtron are sufficient and adequate to conduct the business of Ramtron to the full extent as such business is currently conducted. (b) Ramtron has taken reasonable steps to protect, maintain and safeguard the Ramtron IP Rights, including any Ramtron IP Rights for which improper or unauthorized disclosure would impair its value or validity materially, and has executed and required appropriate nondisclosure agreements and made appropriate filings and registrations in connection with the foregoing. (c) No material confidential or trade secret information of Ramtron has been provided to any Person except subject to written confidentiality agreements, except for any such disclosure which has not resulted and is not being infringed by any third party. There is no litigation or order pending or outstanding, or reasonably likely 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 hereby will not result in a Material Adverse Effect on Ramtron. (d) Other than the alterationcontractual parties having agreements with Ramtron or EMS, loss or impairment all of which have been disclosed in the validityRamtron SEC Documents, enforceability or Debtor’s and licensed distributors of Ramtron Products acting in the ordinary course of business, (i) no third party has any right to own manufacture, reproduce, distribute, sell, sublicense, market or use exploit any of the Intellectual Property used in products or services offered by Ramtron (the conduct of "Ramtron Products") or any adaptations, translations, or derivative works based on the business of Debtor as currently conducted Ramtron Products, or proposed to be conducted. Debtor any portion thereof; (ii) Ramtron has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor not granted to any third partyparty any exclusive rights of any kind with respect to any of the Ramtron Products, including territorial exclusivity or exclusivity with respect to particular versions, implementations or translations of any of the Ramtron Products; and (iii) Ramtron has not granted any third party any right to market any product utilizing any Ramtron Product under any "private label" arrangements pursuant to which Ramtron is not identified as the case may besource of such goods. No third party has any right to manufacture, reproduce, distribute, sublicense, market or exploit any works or materials of which any of the Ramtron Products are a derivative work. (e) Except as is not reasonably likely to have a Material Adverse Effect on Ramtron, each of the Ramtron Products: (i) substantially complies with all specifications set forth therefor in any contract, agreement, advertisement or other promotional material for such products and with all other warranty requirements, other than bugs or fixes required or expected in the ordinary course of business and not otherwise material to Ramtron's business; and (ii) can be recreated from its associated source code and related documentation by reasonably experienced technical personnel without undue burden.

Intellectual Property. To the knowledge (a) The Acquired Companies own all rights, title and belief of Debtorinterest in, 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights have the right to use, sell make, have made, sell, have sold, develop, commercialize and license, free import the Compound and clear of any and all adverse claims (including by current and former employees and contractors), liens, restrictions or other obligation to pay royalties, honoraria or other fees, any and Product under 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 their business as currently presently conducted (the “Company Intellectual Property”), except where the failure to own or planned have the right to be conducted does not infringe or otherwise impair or conflict with any use such Company Intellectual Property or other proprietary or personal rights would not have a Material Adverse Effect. (b) To the Seller’s Knowledge, the claims of any third partythe issued patents listed in Section 3.11(b) of the Seller Disclosure Schedule are not invalid and the issued patents included in Section 3.11(b) of the Seller Disclosure Schedule are not unenforceable in the Territory. No Third Party has challenged in writing, andor, to the knowledge Company’s Knowledge, has threatened to challenge, the enforceability or validity of Debtorany issued patents included in Section 3.11(b) of the Seller Disclosure Schedule or any claims therein, respectively in the Territory through the institution of legal proceedings in a court or through revocation, opposition, interference, reexamination, nullity or similar invalidity proceedings before a patent office or any equivalent entity in the Territory. To the Seller’s Knowledge, no Third Party is infringing the patents listed in Section 3.11(b) of the Seller Disclosure Schedule. (c) No Third Party has challenged in writing, or, to the Seller’s Knowledge, has threatened to challenge, the Company’s right to use and license the trademarks listed in Section 3.11(c) of the Seller Disclosure Schedule in the Territory. (d) There are no claims asserted in writing, Judgments, or settlements in effect against, or amounts with respect thereto owed by, the Acquired Companies relating to the patents listed in Section 3.11(b) of the Seller Disclosure Schedule in the Territory. No claim or litigation is pending or, to the Seller’s Knowledge, threatened alleging that the manufacture, development, use or sale of the Product in the Territory as of the date of this Agreement infringes or would infringe any issued patent in the Territory existing as of the date of this Agreement. (e) The patents listed in Section 3.11(b) of the Seller Disclosure Schedule have been filed and maintained, and are being diligently prosecuted, in the respective patent offices where filed in the Territory in accordance with applicable Laws. All applicable and material fees that are finally due prior to the date of this Agreement in connection with the prosecution and maintenance of the patents listed in Section 3.11(b) of the Seller Disclosure Schedule in the Territory have been paid. (f) Section 3.11(f) of the Seller Disclosure Schedule lists each written Contract under which any of Seller, ARIAD US or Acquired Company has granted a license to a Third Party to, make, have made, sell, have sold, develop, commercialize and import the Compound and Product in the Territory under the Intellectual Property owned or licensed by Debtor is not being infringed by any third party. There is no litigation or order pending or outstandingof the Seller, 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 ARIAD US or any Intellectual Property of DebtorAcquired Company. The consummation This Section 3.11 constitutes the sole and exclusive representations and warranties of the transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor Seller with respect to any third party, as the case may bematters relating to Intellectual Property.

Intellectual Property. To (a) Subject to the knowledge next sentence, Seller or a Wimbledon Entity is the sole 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 exclusive owner of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees), and are valid and enforceable, and are not subject Registered Intellectual Property being Conveyed pursuant to any filings, fees Section 1.05 or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights licensed pursuant to use, sell and license, Section 4.25 free and clear of any Security Interests except for such Security Interests that are not material to the Snacks Business and such owner is entitled to use all 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 Included IP Registered 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 businessthe Snacks Business as operated by Seller prior to Closing. Except as set forth in Section 1.05(a)(vii) of the Seller Disclosure Letter or a Contract listed in Section 2.07, no Included IP Asset that constitutes Intellectual Property that is registered or the subject of a pending application for registration in any jurisdiction (the “Registered Intellectual Property”) is owned by more than one Person, is licensed to any third party or is subject to any material restrictions on its disclosure, use, license or transfer. The conduct Contract under which any material item of Debtor’s business Licensed Intellectual Property within the Included IP Assets is licensed (the “Licensed Intellectual Property”) is in full force and effect, is valid and enforceable. Seller or a Wimbledon Entity has the right to use each material item of Licensed Intellectual Property in accordance with the terms of the applicable license Contract in the operation of the Snacks Business as conducted by Seller prior to Closing. (b) Except as would not be material, the Snacks Business as currently conducted or planned to be conducted by Seller and its Subsidiaries does not infringe infringe, misappropriate or otherwise impair violate any Registered Intellectual Property right of any third party. Except as has not had and would not reasonably be expected to have, individually or conflict in the aggregate, a Snacks Business MAE, with respect to Intellectual Property other than Registered Intellectual Property, the Snacks Business as currently conducted by Seller and its Subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property right of any third party. Except as has not had and would not reasonably be expected to have, individually or other proprietary in the aggregate, a Snacks Business MAE, during the past two years, no third party has made any written claim or personal demand or instituted any Action against Seller or any of its Subsidiaries, or to the Knowledge of Seller threatened the same, and neither Seller nor any of its Subsidiaries has received any written notice, that (i) challenges the rights of Seller and its Subsidiaries in respect of any of the Intellectual Property utilized in the Snacks Business or (ii) asserts that the operation of the Snacks Business is or was infringing, misappropriating or otherwise violating the Intellectual Property 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any None of the Intellectual Property used utilized in the conduct Snacks Business is subject to any material outstanding order, ruling, decree, judgment or stipulation by or with any Governmental Authority applicable to the Snacks Business. To Seller’s Knowledge, no Person is engaging in any activity that materially infringes, misappropriates or otherwise violates any of the business Included IP Assets. (c) Without prejudice to Section 4.25, the representations and warranties set forth in Section 2.04(a) constitute the sole and exclusive representations and warranties with respect to ownership or registration of Debtor as currently conducted Intellectual Property and the representations and warranties set forth in Section 2.04(b) constitute the sole and exclusive representations and warranties with respect to the Snacks Business’ infringement, misappropriation or proposed to be conducted. Debtor has made available to Secured Party a list other violation of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price Intellectual Property rights of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beparties.

Intellectual Property. To (a) Schedule 5 (Intellectual Property) (i) sets forth a true and complete list of all Intellectual Property of the knowledge and belief of DebtorDebtor on the date hereof (other than licenses to commercial off-the-shelf software), all Marks listed on Exhibit B for separately identifying that owned by the Debtor and all licenses held that licensed by or to such Debtor related and (ii) sets forth a true and complete list of all Material Intellectual Property owned by or licensed to such Marks constitute the Debtor on the date hereof (other than licenses to commercial off-the-shelf software), separately identifying that owned by the Debtor and that licensed by or to the Debtor. The Material Intellectual Property set forth on Schedule 5 (Intellectual Property) constitutes all such of the material intellectual property rights that are required or reasonably necessary for the Debtor to conduct of the its business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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. (b) On the date hereof, all Material Intellectual Property owned by the Debtor is valid, in full force and effect, subsisting, unexpired and enforceable, has not been adjudged invalid and has not been abandoned. No Marks have been within To the preceding three (3) years knowledge of the Debtor, the business of the Debtor, and the use of the Material Intellectual Property in connection therewith, does not infringe, misappropriate, dilute or are now violate any Third Party Intellectual Property Rights. The Debtor is not party to or the subject of any claims or litigation andpending or, to the knowledge Debtor’s knowledge, threatened claim of Debtorinfringement, misappropriation, dilution or violation of any Third Party Intellectual Property Rights, and there are no claims facts or litigation have been alleged or threatened. circumstances that the Debtor reasonably believes are likely to form the basis for any such claim, and the Debtor has taken all reasonable steps not received written notice of any such claim, or a written offer of a license to maintainany Third Party Intellectual Property Rights, police and protect or any written notice regarding the Marks existence of any Third Party Intellectual Property Rights that would be likely to have a Material Adverse Effect on the Debtor or otherwise would impair any Material Intellectual Property. (c) Except as set forth in Schedule 5(c) (Intellectual Property), on the date hereof, none of the Material Intellectual Property owned by the Debtor is the subject of any licensing or used franchise agreement pursuant to which the Debtor is the licensor or franchisor. (d) No holding, decision or judgment has been rendered by any Governmental Authority challenging the Debtor’s rights in the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted Material Intellectual Property or planned to be conducted does not infringe that would limit 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 Material Intellectual Property. (e) No action or any proceeding challenging the Debtor’s rights in the Intellectual Property or the ownership, use, validity or enforceability of any Material Intellectual Property owned by the Debtor is on the date hereof pending or, to the knowledge of the Debtor, threatened. There are no claims, judgments or settlements to be paid by the Debtor relating to the Material Intellectual Property. To the Debtor’s knowledge, no Person has been or is infringing, misappropriating, diluting or violating the Material Intellectual Property owned by the Debtor. (f) The Debtor is not in material breach of any Copyright License, Patent License or Trademark License nor in breach of any Material License. The consummation of the transactions contemplated hereby will by this Agreement shall not result in the alteration, loss or impairment impair any of the validity, enforceability or Debtor’s right to own in, cause a breach of, or use impair the validity or enforceability of, any of the Material Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beProperty.

Intellectual Property. (a) Set forth in Section 3.20 of the Disclosure Letter is a complete and accurate list of all Intellectual Property material to the Business. Section 3.20 of the Disclosure Letter identifies, with respect to the Intellectual Property listed thereon, the owner of such Intellectual Property, any user of such Intellectual Property other than the owner and the component of the Business, and any business of the Seller other than the Business that uses such Intellectual Property. To the knowledge and belief Knowledge of DebtorSeller, 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor Seller owns or otherwise possesses adequate licenses or other has a valid rights right to use, sell and licenseuse all the Intellectual Property used in the Business, free and clear of any and all adverse claims Encumbrances. (including by current and former employees and contractors), liens, restrictions or other obligation to pay royalties, honoraria or other fees, any and all b) The Intellectual Property (including without limitation owned by the Marks) Seller and 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 partyBusiness, and, to the knowledge Knowledge of Debtorthe Seller, the any other Intellectual Property owned or licensed used by Debtor the Seller in the Business, is subsisting, in full force and effect, and has not being infringed by any third party. There is no litigation or order pending or outstandingbeen cancelled, expired, or abandoned, and, 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 Knowledge of the transactions contemplated hereby will not result in the alterationSeller, loss or impairment is valid and enforceable. Except as listed on Section 3.20 of the validityDisclosure Letter, enforceability no claims have been brought or Debtor’s right to own or threatened against the Seller challenging its use any of the Intellectual Property used in the Business. (c) As currently conducted, the conduct of the business Business does not infringe on or otherwise violate the rights or claimed rights of Debtor any Person, and the Seller is not obligated to pay any royalty or other consideration to any Person in connection with the use of any Intellectual Property in the Business, except as set forth in the licenses identified on Section 3.20 of the Disclosure Letter. To the Knowledge of the Seller, no other Person is infringing or otherwise violating the rights of the Seller in any of its Intellectual Property. (d) The Acquired Intellectual Property, together with the Parmalat Name Rights and the DASI Technology, is all of the intellectual property used in or necessary to the continued operation of the Business as currently conducted. (e) The consummation of the Contemplated Transactions will not result in the loss or impairment of any of Seller's rights to own or use any Acquired Intellectual Property used in the Business as such rights are transferred to the Purchaser as part of the Contemplated Transactions. (f) To the Seller's Knowledge, the Parmalat Name Rights License and the DASI Technology Agreement are the only agreements required by the Purchaser from Parmalat S.p.A. or any of its Affiliates, and no other rights of Parmalat S.p.A. or any of its Affiliates are necessary for the continued operation of the Business as currently conducted or proposed contemplated to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may be.Letter:

Intellectual Property. (a) Section 3.13(a) of the Seller Disclosure Letter sets forth a complete and accurate list of all Intellectual Property registrations and applications constituting Transferred IP. Seller, a Selling Subsidiary or a Transferred Subsidiary, as applicable, solely owns, free and clear of all Encumbrances other than Permitted Encumbrances all of the Transferred IP. Other than Seller, the Selling Subsidiaries and the Transferred Subsidiaries, no Affiliate of the Seller owns any Intellectual Property exclusively relating to the Business. There is no Action pending or threatened in writing that challenges the validity, enforceability, registration, ownership or use of any Transferred IP. (b) To the knowledge and belief Knowledge of DebtorSeller, 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 business Business does not infringe, misappropriate, dilute or violate, and has not since June 30, 2015 infringed, misappropriated, diluted or violated, any Intellectual Property of Debtor as currently conductedany Person. Neither Seller nor any of the Selling Subsidiaries or the Transferred Subsidiaries, is engaged in any outstanding dispute under which it is alleged that the conduct of the Business infringes the Intellectual Property of any Person. To the Knowledge of Seller, no Person is infringing, misappropriating, diluting or violating the Transferred IP in any material respect. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (Transferred IP 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 (90the items on Section 3.13(a) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 Seller Disclosure Letter are now the subject of any claims or litigation subsisting and, to the knowledge Knowledge of DebtorSeller, no claims or litigation have been alleged or threatened. Debtor has taken all reasonable steps valid and enforceable. (c) The Transferred IP and the Intellectual Property licensed under the Assumed Contracts to maintainSeller, police the Selling Subsidiaries 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 Transferred Subsidiaries, along with any Intellectual Property provided to Purchaser pursuant to the Transition Services Agreement or any other Closing Agreement, comprises all Intellectual Property necessary or used to operate and conduct the Business immediately following the Closing, in all material respects, as conducted in the ordinary course of business in the twelve-month period ended June 30, 2018 except as set forth on Section 3.13(c) of the Seller Disclosure Letter. None of Seller, the Selling Subsidiaries, or the Transferred Subsidiaries or, to the Knowledge of Seller, any other party to a Contract relating to the Business pursuant to which Intellectual Property is either (i) licensed to Seller, a Selling Subsidiary or a Transferred Subsidiary, or (ii) licensed by Seller, a Selling Subsidiary or a Transferred Subsidiary, is in breach of such Contract, and none of Seller, the Selling Subsidiaries or the Transferred Subsidiaries has notified any Person, and no Person has notified in writing Seller, the Selling Subsidiaries or the Transferred Subsidiaries of any such breach. (d) Seller has taken, and has caused the Selling Subsidiaries and the Transferred Subsidiaries to take, measures consistent with good industry practice to protect the security, continuous operation and integrity of their material systems, networks and Software used in the Business. Each item of Business IT is owned by, or validly used under a written agreement with, Seller, the Selling Subsidiaries and/or Transferred Subsidiaries. Each agreement relating to the Business IT is provided under a written Contract with the relevant Seller, the Selling Subsidiary and/or Transferred Subsidiary. Except as set forth in the Closing Agreements, the Business IT is in good working order (ordinary wear and tear excepted) in all material respects, has been, and currently is, adequate for the current business and operations of the Business. The Business IT: (i) has not suffered any material failure since June 30, 2015; and (ii) is reasonably secure against intrusion in all material respects. None of Seller, any of the Selling Subsidiaries or the Transferred Subsidiaries has since June 30, 2015 suffered any material security breaches or any unauthorized disclosures of data that have resulted in (i) a third-party obtaining access to any confidential information of Seller or any of the Selling Subsidiaries or the Transferred Subsidiaries or any of their respective customers or other proprietary third parties or personal (ii) an obligation to notify any Governmental Authority or any other Person, in each case, in connection with the Business. Seller has, and has caused the Selling Subsidiaries and the Transferred Subsidiaries to have, implemented and maintained, consistent with good industry practice and its contractual obligations to third persons, (i) security and other measures to protect the Business IT from unauthorized access, use or modification, (ii) disaster recovery and back up procedures in relation to the Business IT and (iii) the carrying out of regular penetration testing on the Business IT and reasonable remediation of weaknesses detected by such testing. (e) Seller and each of the relevant Selling Subsidiaries has the right to grant the various licenses of Intellectual Property to Purchaser as contained in the IP License Agreement, Software License Agreement and Trademark Transfer & License Agreement. (f) Neither Seller nor the Selling Subsidiaries or the Transferred Subsidiaries use, nor have used any “open source” Software or any modification or derivative thereof: (i) in a manner that would grant or purport to grant to any Person any rights to or immunities under any of the Transferred IP, or (ii) under any third partylicense requiring the disclosure, distribution or reverse-engineering of the source code to any of the Software in the products of the Business, to license or provide such source code to any Person for the purpose of making derivative works, or to make available for redistribution to any Person such source code at no or minimal charge. (g) Seller has taken, and has caused the Selling Subsidiaries and the Transferred Subsidiaries to take, commercially reasonable measures to safeguard the Intellectual Property and trade secrets owned by Seller, the Selling Subsidiaries and the Transferred Subsidiaries related to the Business. All Persons who have contributed, developed or conceived any Transferred IP have done so pursuant to a valid and enforceable agreement that protects the confidential information of the Business and assigns to Seller, the Selling Subsidiaries or the Transferred Subsidiaries, as applicable, exclusive ownership of the Person’s contribution, development or conception and none of Seller, nor any of the Selling Subsidiaries or the Transferred Subsidiaries, is engaged in any outstanding claims, and, to the knowledge Knowledge of DebtorSeller, there are no circumstances which exist that are likely to give rise to any claim, for any compensation or other payments such as royalties in relation to any Transferred IP that such Person has developed, created or invented. No employee, independent contractor or agent of Seller, the Selling Subsidiaries or the Transferred Subsidiaries has misappropriated any material trade secrets of Seller, any of the Selling Subsidiaries or the Transferred Subsidiaries in the course of his or her performance as an employee, independent contractor or agent, and no employee, independent contractor or agent of Seller, the Selling Subsidiaries or the Transferred Subsidiaries is in material default or material breach of any material term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or contract to the extent relating to the protection, ownership, development, use or transfer of Intellectual Property of Seller, the Selling Subsidiaries, or the Transferred Subsidiaries, in each case, in connection with the Business. None of Seller, the Selling Subsidiaries or the Transferred Subsidiaries (i) has disclosed any of the material trade secrets or material confidential information included in the Intellectual Property owned of Seller, the Selling Subsidiaries or licensed by Debtor is not being infringed by any third party. There is no litigation or order pending or outstanding, or the Transferred Subsidiaries related to the knowledge Business to any third-party other than pursuant to a written confidentiality agreement, nor (ii) has disclosed, delivered, licensed or otherwise made available, nor has a duty or obligation (whether present, contingent or otherwise) to disclose, deliver, license or otherwise make available, any source code for any proprietary Software of Debtorthe Business to any Person. (h) The execution, threatened, that seeks to limit delivery or challenge or that concerns performance of this Agreement and the ownership, use, validity or enforceability of any Marks or any Intellectual Property of Debtor. The consummation of the transactions contemplated hereby herein will not contravene, conflict with or result in any limitation on Purchaser’s right, title or interest in or to the alterationTransferred IP. (i) None of Seller, loss the Selling Subsidiaries or impairment of the validityTransferred Subsidiaries has received any written complaint or claim for compensation from any third-party, enforceability or Debtor’s right to own or use regarding (i) Seller’s, any of the Intellectual Property used Selling Subsidiaries’ or the Transferred Subsidiaries’ failure or alleged failure to comply with any Data Security Requirements, or (ii) Seller’s, the Selling Subsidiaries’ or the Transferred Subsidiaries’ collection, use or disclosure of personally identifiable information and/or Personal Data, in each case, in connection with the conduct of Business. (j) Seller, the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by DebtorSelling Subsidiaries and the Transferred Subsidiaries are, and identified which software is ownedsince June 30, otherwise used 2015 have been, in material compliance with all Data Security Requirements pertaining to the processing, collection, storage, use, disclosure, and transfer of personally identifiable information and/or licensed Personal Data. None of Seller, the Selling Subsidiaries or the Transferred Subsidiaries uses any Personal Data it receives through any websites or otherwise distributed by Debtor in connection with the Business in a manner that violates any Data Protection Legislation in any material respect. (k) Since June 30, 2015, no Data Protection Authority has: (i) alleged in writing that Seller, the Selling Subsidiaries or the Transferred Subsidiaries, has failed to any third partycomply with Data Protection Legislation, as in connection with the case may beBusiness; or (ii) threatened in writing to conduct an investigation into or take enforcement action against Seller, the Selling Subsidiaries, or the Transferred Subsidiaries, in connection with the Business. (l) Since June 30, 2015, none of Seller, the Selling Subsidiaries, or the Transferred Subsidiaries, in connection with the Business, has suffered a personal data breach that required notification to a Data Protection Authority.

Intellectual Property. To Section 3B(t) of the knowledge Disclosure Schedule hereto sets forth a list of all patents, pending patent applications, trademarks, service marks, pending trademark or service mark ▇▇▇lications and belief of Debtortrade names licensed to, all Marks listed on Exhibit B applied for Debtor or registered in the name of, the Company, or in which the Company has or purports to have any rights, and all licenses held by such Debtor related to such Marks constitute all such rights that are required material copyright registrations or reasonably necessary pending applications for the conduct registrations of the business Company, or in which the Company has or purports to have any rights, including the nature (E.G., patent, trademark, etc.) of Debtor the intellectual property, the application or registration number, the jurisdiction and the record owner (the "LISTED INTELLECTUAL PROPERTY"). Except as currently conductedset forth in section 3B(t) of the Disclosure Schedule, with respect to the ListeD Intellectual Property, no registration relating thereto (if any) has lapsed, expired or been abandoned or canceled or is the subject of cancellation proceedings. All such Marks The Company owns or possesses adequate and enforceable licenses (free of Liens other than Permitted Liens) to use all Listed Intellectual Property and all applications and registrations therefor) are currently in compliance in all any other material respects with all legal requirements intellectual property rights (including, without limitation, timely filingsdrawings, proofs trade secrets, know-how and payments confidential information) currently used by the Company, or necessary to permit the Company to conduct its business as now conducted (the Listed Intellectual Property and the other intellectual property rights are collectively called the "INTELLECTUAL PROPERTY"). Section 3B(t) of the Disclosure Schedule sets forth all fees), and are valid and enforceable, and are not subject licenses to any filings, fees or other actions falling due within ninety (90) days after which the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights Company is a party relating to use, sell and license, free and clear of any and all 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 the Intellectual Property (including without limitation the Marks"INTELLECTUAL PROPERTY LICENSES"). Except as set forth in section 3B(t) of the Disclosure Schedule, to the Knowledge of the Seller the Company has not infringed on or misappropriated and is not now infringing on or misappropriating any Intellectual Property right belonging to any Person, and no claim is pending or, to the Knowledge of the Seller, threatened to the effect that any Intellectual Property is invalid or unenforceable. To the Knowledge of the Seller, except as set forth section 3B(t) of the Disclosure Schedule, no Person is infringing upon or violating any of the Listed Intellectual Property. Each item of Intellectual Property owned or used in by the Company prior to the Closing hereunder (other than any intellectual property rights owned by the Seller or any Subsidiary of the Seller other than the Company and not necessary or useful to the conduct of the Company's business as now conducted) will be owned or available for use by the Company on identical terms and conditions immediately subsequent to the Closing hereunder. Except as set forth section 3B(t) 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 andDisclosure Schedule, to the knowledge Knowledge of Debtorthe Seller, no claims since 1991 the Company has never received any charge, complaint, claim, demand or litigation have been alleged notice alleging any such interference, infringement, misappropriation or threatened. Debtor has taken all reasonable steps to maintain, police and protect violation with any intellectual property rights of third parties except as disclosed in section 3B(n) of the Marks owned or used in the operation of Debtor’s businessDisclosure Schedule. 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 loss of the transactions contemplated hereby Microcentre name will not result in cause a breach or default by the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use Company under any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beMaterial Contract.

Intellectual Property. To (a) Except as set forth on Schedule 5.5(a) to this Agreement, 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor Seller owns or otherwise possesses adequate licenses or other valid rights has the right to use, sell and licenseuse all of its Intellectual Property rights, free and clear of all Encumbrances. The Seller is not obligated to make any and all adverse claims (including by current and former employees and contractors), liens, restrictions or other obligation payment to pay royalties, honoraria or other fees, any and all Person for the use of any such Intellectual Property (including without limitation the Marks) used in the conduct rights and has not developed jointly with any other Person any of the business of Debtor as currently conducted or proposed foregoing with respect to be conducted. No Marks have been within the preceding three which any other Person has any rights. (3b) 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 The Seller has taken all reasonable steps to maintain, police protect and maintain the confidentiality and secrecy of all such Intellectual Property rights (other than as necessary to obtain patent protection therefore) and otherwise to maintain and protect the Marks owned value thereof. (c) To the Seller’s Knowledge, none of the Seller’s Intellectual Property rights infringed or used in the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted conflicted with or planned to be conducted does not infringe now infringes or otherwise impair or conflict conflicts with any Intellectual Property rights owned or used by any other proprietary Person. To the Seller’s Knowledge, the Seller (i) is not currently infringing, misappropriating or personal rights making any unlawful use of any third party, and, to the knowledge of Debtor, the Intellectual Property owned or licensed by Debtor is not being infringed used by any third party. There is no litigation other Person and (ii) has not infringed, misappropriated or order pending or outstandingmade any unlawful use of, or to the knowledge of Debtorreceived actual, threatenedalleged, that seeks to limit possible or challenge potential infringement, misappropriation or that concerns the ownershipunlawful use of, use, validity or enforceability of any Marks or any Intellectual Property of Debtor. The consummation of the transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtorany other Person. Seller has not received any notice or other communication (in writing or otherwise) of any of the foregoing. To the Seller’s Knowledge, no other Person was infringing, misappropriating or making any unlawful use of, and identified no Intellectual Property owned or used by any other Person infringed or conflicted with, any of Seller’s Intellectual Property. (d) The Intellectual Property rights included in the Assets constitute all the Intellectual Property necessary to enable the Seller to conduct the Business in the manner in which software the Business is owned, otherwise used and/or being conducted and to allow the Buyer to conduct the Business in the same manner. The Seller has not licensed or otherwise distributed by Debtor any of the Seller’s Intellectual Property to any third partyPerson on an exclusive basis, or entered into any covenant not to compete or contract limiting its ability to exploit fully any of its Intellectual Property or to transact business in any market or geographical area or with any Person, except as set forth in Schedule 5.5(d) to this Agreement. (e) All current employees of the case may beSeller have executed and delivered to the Seller a confidentiality agreement that is substantially similar to the form attached as Appendix A to this Agreement. To the Seller’s Knowledge, none of such employees is in violation of any such agreement. (f) Except as set forth on Schedule 5.5(f) to this Agreement, Seller has not granted or suffered any license or sublicense of any rights under or with respect to any of Seller’s Intellectual Property.

Intellectual Property. (a) Schedule 4.11 lists all Registered Intellectual Property and all material unregistered Intellectual Property owned by any Latisys Company. Except as set forth on Schedule 4.11, all such Registered Intellectual Property and material unregistered Intellectual Property is owned solely by one of the Latisys Companies. Schedule 4.11 sets forth a complete list of all licenses to Intellectual Property to which any Latisys Company is a party (the “Licenses”), excluding non-exclusive licenses to “off the shelf” or commercially available software. Such Licenses are in full force and effect and no material default exists on the part of the Latisys Company party thereto or, to the Knowledge of the Companies, on the part of the other parties thereto. The Latisys Companies own, license or otherwise have a valid and enforceable right to use, develop, make, offer for sale, sell, import, copy, distribute, license, or dispose of all Intellectual Property used in and necessary for the Latisys Companies to conduct their business and operations as currently conducted. None of such Intellectual Property is subject to any licensing terms requiring the distribution of source code in connection with the distribution of any portion of such Intellectual Property or that prohibits the Latisys Companies from charging a fee or otherwise limits the Latisys Companies freedom of action with regard to seeking compensation in connection with sublicensing or distributing any portion of such Intellectual Property or similar obligations that require the disclosure, redistribution or licensing of any source code underlying any such Intellectual Property. To the knowledge and belief Knowledge of Debtorthe Companies, 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 Latisys Companies’ business as it is currently conducted does not infringe or misappropriate the Intellectual Property existing as of the date hereof of any third party. There are no current or, to the Knowledge of the Companies, threatened claims by any third party that one of the Latisys Companies has infringed, violated, or misappropriated the Intellectual Property of such third party. To the Knowledge of the Companies, there is no continuing infringement, violation or misappropriation by any third party of any Intellectual Property owned by or exclusively licensed to any Latisys Company. (b) The Latisys Companies own or have rights to access and use, all computer systems (including all computer programs, software, databases, firmware, hardware and related documentation) and Internet websites and related content (collectively, “IT Systems”) used to process, store, maintain and operate data, information and functions used in connection with the business of Debtor the Latisys Companies as currently conducted. All such Marks (The Latisys Companies have taken all commercially reasonable steps to secure the IT Systems from unauthorized access or use by any Person and all applications to ensure the continued, uninterrupted and registrations therefor) error-free operation of the IT Systems. The IT Systems are currently in compliance adequate in all material respects with all legal requirements (including, without limitation, timely filings, proofs for their current intended use and payments for the operation of all fees)the business of the Latisys Companies as currently operated, and are valid in good working condition (normal wear and enforceabletear excepted), and, to the Knowledge of the Companies, are free of all viruses, worms, Trojan horses, bugs, errors or problems of a nature that would materially disrupt their operation or have a material adverse impact on the operation of the IT Systems. (c) The Latisys Companies are in material compliance with, and are not subject during the past three (3) years have complied in all material respects with, all applicable Laws and applicable privacy policies of the Latisys Companies relating to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell collection, storage, disclosure and license, free and clear transfer of any and all adverse claims (including by current and former employees and contractors), liens, restrictions personally identifiable information collected or other obligation to pay royalties, honoraria or other fees, any and all Intellectual Property (including without limitation the Marks) used obtained in the conduct of the business of Debtor as currently conducted or proposed to be conductedthe Latisys Companies. No Marks have been within During the preceding past three (3) years years, none of the Latisys Companies have received any written notice or are now claim that the subject Latisys Companies’ use, collection, storage, disclosure or transfer of any claims personally identifiable information or litigation and, to the knowledge other data is or may be in material violation 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 businessapplicable Laws. The conduct execution, delivery and performance 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 this Agreement and the transactions contemplated hereby will not result in the alteration, loss or impairment any material violation of the validityLatisys Companies’ privacy policies or any applicable Laws governing the acquisition, enforceability sharing, use or Debtor’s right to own security from unauthorized disclosure of personally identifiable information. (d) Each product or use any service of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) Latisys Companies that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may becurrently commercially available conforms in all material respects with its documentation.

Intellectual Property. (a) Schedule 3.21(a) sets forth an accurate and complete list of (i) all domain names currently used in the Business of which any of the BP Asset Selling Entity or any of the Purchased Subsidiaries is the registrant or of which a third Person or a BP Party is the registrant for the benefit of any of the BP Asset Selling Entity or the Purchased Subsidiaries, specifying for each its registrant, administrative contact email address and renewal date (collectively, the “Registered Domain Names”), (ii) all registered trademarks and pending applications for registration of trademarks used by the Business (collectively, the “Registered Marks”), and (iii) all registered copyrights and all pending applications for registration of copyrights used by the Business (collectively, the “Registered Copyrights” and, together with Registered Domain Names and Registered Marks, the “Registered IP”). To the knowledge and belief Knowledge of Debtorthe BP Parties, 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 business Business (including the products or services distributed, sold or offered by the Business and all Intellectual Property used in connection with the Business as currently conducted), does not infringe upon or misappropriate or violate the Intellectual Property rights or the confidential and proprietary information, including trade secrets, of Debtor any third Person. None of the Registered IP has been the subject of a judicial finding or opinion, nor has any written notice or claim challenging the ownership, validity, registrability, enforceability, use or licensed right to use any Intellectual Property been received by any BP Party. No claim or notice has been asserted against any BP Party in writing or, to the Knowledge of the BP Parties, orally, that the conduct of the Business as currently conducted infringes in any material respect upon or misappropriates the Intellectual Property rights or the confidential and proprietary information, including trade secrets, of any third Person, in each case, except with respect to claims or notices that have been fully resolved. The BP Asset Selling Entity and each of the Purchased Subsidiaries, as applicable, has timely paid all filing, examination, issuance, post registration and maintenance fees, annuities and the like associated with or required with respect to the Registered IP, and all documents, recordations and certificates necessary to be filed to maintain the effectiveness of the Registered IP have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, so that no item required to be listed on Schedule 3.21(a), has lapsed, expired or been abandoned or canceled other than in the ordinary course. No item required to be listed in Schedule 3.21(a) requires any maintenance fee to be paid, affidavit of use to be filed, or any other action required to maintain such item be taken within six months immediately following the date of this Agreement. (b) To the Knowledge of the BP Parties, no trade secret of the Business has been disclosed or authorized to be disclosed to any third Person. (c) The BP Asset Selling Entity and the Purchased Subsidiaries own all right, title and interest in and to the Registered IP and are entitled to use such Registered IP in the operation of the Business as currently conducted to the extent such use is material to the Business, free and clear of all Liens, other than Permitted Liens. The BP Asset Selling Entity and the Purchased Subsidiaries own all right, title and interest in and to, or have a valid license to use (if required), each other item of Intellectual Property currently used by any of the BP Asset Selling Entity and the Purchased Subsidiaries in the Business and are entitled to use such Intellectual Property in the operation of the Business as currently conducted to the extent such use is material to the Business, free and clear of all Liens, other than Permitted Liens. (d) Except as disclosed in Schedule 3.21(d), none of the BP Asset Selling Entity or the Purchased Subsidiaries has been granted any license or similar right under any Contract, nor has any of the BP Asset Selling Entity or the Purchased Subsidiaries granted any license or similar right, whether through or under any Contract, in either case, that (i) (A) involves (x) any exclusive rights in the Intellectual Property licensed thereunder or (y) payments to or by any of the BP Asset Selling Entity or the Purchased Subsidiaries of fees, royalties or other amounts that exceed $75,000 per annum in the aggregate or (B) has a remaining term of twelve (12) months or more, and (ii) is material to the Business as currently conducted. All such Marks No Intellectual Property being used by the Business is subject to any outstanding injunction, judgment, order, decree, ruling or charge against any BP Party of which any BP Party has received notice. (e) There are no claims asserted or threatened by any BP Party that a third Person infringes on or otherwise violates any rights in or to any Intellectual Property in use by the Business. To the Knowledge of the BP Parties, no third party is misappropriating, infringing or violating for a non-commercial, personal or any other purpose any Intellectual Property owned by, used by, or exclusively licensed to the Business. (f) The BP Asset Selling Entity and all applications and registrations therefor) the Purchased Subsidiaries are currently in compliance in all material respects with all legal requirements applicable Legal Requirements regarding the reception, collection, use, interception, importation or exportation of personal data and with their respective published privacy policies and other terms of use or business applicable to personal data collected from users of any websites operated by any of them. To the Knowledge of the BP Parties, no third Person has gained unauthorized access to any such personal data. (g) The Intellectual Property included in the Purchased Assets and owned by the Purchased Subsidiaries, together with the rights granted by the BP Asset Selling Entity and the Purchased Subsidiaries under the License Agreement, are sufficient (subject to, and to the extent of, the matters expressly disclosed on Schedule 3.21(g)), for the conduct of the Business as currently conducted in every jurisdiction where it is conducted as of the date hereof in all material respects, and neither the execution of this Agreement nor the consummation of any transaction contemplated hereby will materially adversely affect any of the rights of the BP Asset Selling Entity and the Purchased Subsidiaries with respect to the Intellectual Property owned by them or Material Third Party Intellectual Property licensed by or to them, including, without limitation, timely filingsthe ability of the Business to continue to use all such Material Third Party Intellectual Property as currently used after the Closing Date, proofs and payments of all feesexcept as set forth in Schedule 3.21(g). (h) The computer systems, including the Software, hardware, firmware, middleware, servers, workstations, routers, and are valid all data communications and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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) information technology equipment currently used in the conduct of the business Business operate and function in all material respects in accordance with their operation and performance prior to the date hereof and are sufficient in all material respects for the use of Debtor such computer systems by the Business, as currently conducted or proposed to be conducted. No Marks have been within , after 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 businessClosing Date. The conduct of Debtor’s business as currently conducted BP Asset Selling Entity and the Purchased Subsidiaries have implemented reasonable security controls to prevent unauthorized access to or planned to be conducted does not infringe or otherwise impair or conflict interference 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may becomputer systems.

Intellectual Property. 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 (i) Section 3.1(x) of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 andVasogen Disclosure Letter, to the knowledge of DebtorVasogen lists and identifies pending Intellectual Property that is (A) owned by a Vasogen Company and that has been registered or applied for, no claims (B) licensed by a Vasogen Company to a third party, or litigation (C) licensed by a third party to a Vasogen Company. (ii) To the knowledge of Vasogen, all Intellectual Property owned by a Vasogen Company and that has been registered or applied for listed in Section 3.1(x) of the Vasogen Disclosure Letter has the status and ownership as listed therein. (iii) To its knowledge, none of the Vasogen Companies have been alleged received any claim, notice or threatened. Debtor has taken all reasonable steps to maintainthreat in writing from any person (A) contesting the validity, police and protect the Marks owned enforceability, ownership or use of any material Intellectual Property used by a Vasogen Company in the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted its business, or planned to be conducted does not infringe (B) claiming infringement, misappropriation or otherwise impair or other conflict with any Intellectual Property or other proprietary or personal the rights of any third party, andperson. (iv) Subject to Section 3.1(e), to the knowledge of DebtorVasogen, 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 event will occur as a result of the transactions contemplated hereby will not result that would render invalid or unenforceable any rights of any Vasogen Company in the alteration, loss or impairment any Intellectual Property listed in Section 3.1(x) of the validityVasogen Disclosure Letter. (v) To the knowledge of Vasogen, enforceability or Debtor’s right to own or use any all current and former employees, agents and independent contractors of each Vasogen Company who are named inventors in a patent listed in Section 3.1(x) that may be material, if any, of the Vasogen Disclosure Letter (“Vasogen IP Participant”) have executed and delivered to such Vasogen Company a proprietary information agreement, pursuant to which, inter alia, such Vasogen IP Participant has assigned all of his rights in such Intellectual Property used in to such Vasogen Company and has agreed to keep confidential (except to the conduct extent generally disclosed through no fault of the business individual or at the consent of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000Vasogen) such Intellectual Property that is owned or used by Debtormaterial, if any, and identified which software is ownedconfidential. To the knowledge of Vasogen, otherwise used and/or licensed no former or otherwise distributed by Debtor current Vasogen IP Participant has filed or in writing threatened any claim against any Vasogen Company related to any third party, as the case may besuch Intellectual Property.

Intellectual Property. (a) To Seller’s IP Knowledge, neither the Purchased Assets nor the Seller’s or any of its Affiliate’s performance under the Transferred Contracts, infringe, misappropriate or otherwise violate or conflict with, and since July 3, 2017 have not, infringed, misappropriated or otherwise violated or conflicted with, the Intellectual Property rights of any other Person in any material respect. There is no Action or investigation pending, or to the Seller’s IP Knowledge, threatened since July 3, 2017, against the Seller concerning any of the foregoing except as would not be material to the Purchased Assets or Assumed Liabilities, nor has the Seller received any written notice from any Person since July 3, 2017 that a license under any other Person’s Intellectual Property is or may be required in relation to the Purchased Assets or Assumed Liabilities in any material respect. To the knowledge Seller’s IP Knowledge, no Person is engaging in, or has engaged since July 3, 2017 in, any activity that infringes, misappropriates or otherwise violates or conflicts with any APM Intellectual Property in any material respect, and belief of Debtor, all Marks listed on Exhibit B for Debtor and all licenses held there is no Action or investigation pending or threatened in writing by such Debtor related to such Marks constitute all such rights that are required or reasonably necessary for the conduct Seller against any other Person concerning any of the business foregoing. (b) Since July 3, 2017, the Seller has taken commercially reasonable measures to maintain the confidentiality and value of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements confidential APM Intellectual Property, including any material source code included therein, except as would not have a material effect on the Purchased Assets. (includingc) To Seller’s IP Knowledge, without limitationno employee, timely filingsindependent contractor, proofs and payments or agent of all fees)the Seller is in material default or breach of any term of any agreement relating to the protection, and ownership, development, use or transfer of Transferred Intellectual Property in a manner that would have a material effect on the Purchased Assets. Except pursuant to appropriate nondisclosure or license agreements that are valid and enforceable, since July 3, 2017, and are not subject to the Seller’s IP Knowledge, no confidential APM Intellectual Property has been disclosed by the Seller to or been discovered as a result of Seller’s action or inaction by any filingsPerson. (d) Except for any Intellectual Property that is already owned by the Purchaser or any of its Affiliates, fees there is no Intellectual Property other than the APM Intellectual Property, in each case that is reasonably necessary for the Purchaser to perform the obligations of Seller and its Affiliates under the Transferred Contracts (including using the Purchased Assets in connection therewith) in all material respects following Closing in substantially the same manner as Seller or any of its Affiliates performed such obligations prior to Closing (provided that the foregoing shall be limited to the Seller’s IP Knowledge with respect to infringement, misappropriation or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 violation or conflict with any the Intellectual Property or other proprietary or personal rights of any third partyother Person). Other than the IP Agreements included in the Transferred Contracts, and, there are no IP Agreements (i) that were (A) transferred 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 Seller or any Intellectual Property of Debtor. The consummation of its Affiliates pursuant to the transactions contemplated hereby will not result in by the alterationTransaction Agreement and (B) exclusively used or exclusively held for use by Purchaser, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property Purchaser’s Affiliates or any predecessors-in-interest to the Seller that were parties to the Transaction Agreement, in each case, in connection with the Purchased Assets at the time of such transfer, (ii) exclusively used or exclusively held for use by the Seller in connection with the Purchased Assets or (iii) that (A) are material to, or (B) were obtained exclusively in furtherance of, performing under the Transferred Contracts (other than, in the conduct case of (B), IP Agreements for the business use of Debtor as currently conducted or proposed to be conducted. Debtor has made commercially available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having Software that are generally available on nondiscriminatory terms). (e) There is no registered Intellectual Property included in the Transferred Intellectual Property. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 3.8 shall be considered a retail acquisition price of less than $5,000) that is owned representation or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor warranty with respect to any third party, as Intellectual Property owned by Purchaser or any of its Affiliates or licensed to the case may beSeller or any of its Affiliates from the Purchaser or any of its Affiliates (including pursuant to the A&R MPSA).

Intellectual Property. 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 All of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 Owned Intellectual Property is owned by Issuer or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licensea Subsidiary, free and clear of any all Encumbrances, and all 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 of the Licensed Intellectual Property (including without limitation is held by Issuer or a Subsidiary pursuant to valid and subsisting licenses or sublicenses. The rights of Issuer and the Marks) used in Subsidiaries in, to, or under such Owned Intellectual Property and Licensed Intellectual Property do not conflict with or infringe on the conduct rights of the business of Debtor as currently conducted or proposed to be conductedany other Person. No Marks have Action has been within the preceding three (3) years made or are now the subject of any claims asserted or litigation andis pending, nor, to the best knowledge of DebtorIssuer, no claims has any such Action been threatened, against Issuer or litigation have been alleged any Subsidiary either based upon or threatened. Debtor has taken all reasonable steps challenging or seeking to maintain, police and protect deny or restrict the Marks owned use by Issuer or used in any Subsidiary of any of 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 Owned Intellectual Property or other proprietary or personal rights of any third party, and, to the knowledge of Debtor, the Licensed Intellectual Property owned or licensed by Debtor is not being infringed by alleging that any third party. There is no litigation or order pending or outstandingservices provided, or to the knowledge products manufactured or sold by Issuer or any Subsidiary are being provided, manufactured, or sold in violation 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 Debtorany Person. To the best knowledge of Issuer, no Person is using any Intellectual Property that is confusingly similar to the Owned Intellectual Property or the Licensed Intellectual Property or that infringe upon the Owned Intellectual Property or the Licensed Intellectual Property or upon the rights of Issuer or any Subsidiary therein, thereto, or thereunder. Neither Issuer nor any Subsidiary has granted any license or sublicense or other right to any other Person with respect to any of the Owned Intellectual Property or the Licensed Intellectual Property. The consummation of the transactions contemplated hereby will not result in the alteration, loss termination or impairment of the validity, enforceability or Debtor’s right to own or use any of the Owned Intellectual Property used in or the conduct Licensed Intellectual Property. To the best knowledge of the business Issuer, no employee of Debtor as currently conducted Issuer or proposed to be conducted. Debtor any Subsidiary has made available to Secured Party violated any proprietary information agreement, employment agreement, or similar Contract, which such employee had with any previous employer, or any Intellectual Property policy of any such employer, or is a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor party to any third party, as the case may beAction relating to Intellectual Property.

Intellectual Property. To the knowledge and belief (a) The Target Disclosure Letter lists all grants and/or registrations 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 Intellectual Property of the business of Debtor as currently conducted. All such Marks (Target with any Governmental Authority and all applications for registration of Intellectual Property of Target. Such grants and/or registrations, to the extent completed and fully granted and/or registered, are subsisting, all necessary registration and renewal fees in connection with such grants and/or registrations therefor) are currently have been made and all necessary documents and certificates in compliance connection with such grants and/or registrations have been filed with the relevant patent, copyrights and trademark authorities in all material respects with all 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 the United States or other actions falling due within ninety (90) days after foreign jurisdiction for the date hereofpurposes of maintaining such Intellectual Property grants and/or registrations. Debtor owns or otherwise possesses adequate licenses Target is diligently pursuing any applications for grant and/or registration pending before the relevant patent, copyrights and trademark Governmental Authorities in the United States or other valid rights foreign jurisdictions. (b) Target has good and exclusive title to use, sell and licenseeach item of Intellectual Property of Target which it owns, free and clear of any Encumbrance, with the exception of Intellectual Property of Target which the Target Disclosure Letter describes as jointly owned. As to jointly owned Intellectual Property of Target, Target has the right to use, license, and all adverse claims (transfer ownership of such Intellectual Property of Target without restriction, including by current and former employees and contractors)but not limited to, liens, restrictions or other without any obligation to pay royalties, honoraria make payment or give notice to any co-owner. Target has the right pursuant to a valid contract or license agreement to use or operate all other fees, any and all Intellectual Property of Target in which it has no ownership interest, and to sublicense the use of such Intellectual Property of Target to others, where such Intellectual Property of Target is provided to others as part of, or with, a product of Target or any Subsidiary. (including without limitation the Marksc) used in the conduct The operation of the business businesses of Debtor Target or any Subsidiary as they 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 the Intellectual Property or other proprietary or personal rights of any third partyother Person, and, to and neither Target nor any Subsidiary has received notice from any Person that the knowledge operation of Debtor, its respective businesses infringes the Intellectual Property owned or licensed by Debtor is not being infringed by rights of any third partyPerson. There is are no litigation contracts between Target or order pending or outstanding, or any other Subsidiary and any other Person with respect 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 Target in respect of which there is any dispute known to Target or any Subsidiary regarding the transactions contemplated hereby will not result scope of such agreement, or performance under such contract, including with respect to any payments to be made or received by Target or any Subsidiary. (d) Neither Target nor any Subsidiary has granted to any Person, nor authorized any Person to retain, any rights in the alterationIntellectual Property of Target, loss other than Permitted Rights. To the Knowledge of Target, no Person is infringing or impairment of the validity, enforceability or Debtor’s right to own or use misappropriating any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beTarget.

Intellectual Property. To (i) Except as set forth in Schedule 3.1(p)(i)(A) of the knowledge Disclosure Schedule, neither of Transferred Companies own any Intellectual Property. Except for “shrink wrapped” and belief of Debtor, all Marks listed on Exhibit B for Debtor similar software licenses and all licenses held by such Debtor related to such Marks constitute all such rights applications that are required or reasonably necessary for generally available to the conduct public, Section 3.1(p)(i)(B) of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments Disclosure Schedule sets forth a list of all feesthird party Intellectual Property licensed to or used by the Transferred Companies (the “Licensed Intellectual Property”). Except as set forth in Section 3.1(p)(i)(B) of the Disclosure Schedule, and are valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other Transferred Companies have valid rights to use, sell and license, use the Licensed Intellectual Property free and clear of any and all adverse claims (including by current and former employees and contractors), liens, restrictions royalty or other payment obligation to pay royaltiesbe paid after the Closing. (ii) To Seller's Knowledge, honoraria or other fees, any and all the Transferred Companies' use of the Licensed 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, infringe on 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 Debtorother Person. The consummation Neither Seller nor either of the transactions contemplated hereby will not result in Transferred Companies have received written notice from any other Person challenging the alteration, loss or impairment right of the validity, enforceability or Debtor’s right such Transferred Company to own or use any of the Licensed Intellectual Property. (iii) Except as set forth in Section 3.1(p)(iii) of the Disclosure Schedule, no party to any Contract for Licensed Intellectual Property used in has given written notice of its intention to cancel, terminate, change the conduct scope of rights under, or fail to renew any Contract for Licensed Intellectual Property. Neither of the business Transferred Companies nor, to the Knowledge of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (Seller, any other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor party to any third partyContract for Licensed Intellectual Property, has repudiated in writing any material provision thereof. Each Contract for Licensed Intellectual Property is valid, subsisting and enforceable and is not subject to any outstanding Order or agreement adversely affecting the Company's use thereof or its rights thereto. (iv) To the Knowledge of Seller, none of the Licensed Intellectual Property contains any “time bombs,” “Trojan horses”, “back doors”, “trap doors”, “worms”, viruses, bugs or faults that (x) enable or assist any Person to access without authorization any of the Licensed Intellectual Property; or (y) otherwise materially adversely affect the functionality of the Licensed Intellectual Property, except as disclosed in its documentation. To the case may beKnowledge of Seller, no Person has gained unauthorized access to any of the Licensed Intellectual Property. To the Knowledge of Seller, none of the Licensed Intellectual Property contains any shareware, open source code, or other software whose use requires disclosure or licensing of Intellectual Property.

Intellectual Property. To (a) Subject 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 receipt of the business Required Consents, except as set forth on Schedule 5.5(a) of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (includingthe Reliant Disclosure Schedule, 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 Product 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 is freely assignable and has not been within the preceding three (3) years or are now and is not the subject of any claims or litigation andpending or, to Reliant’s Knowledge, threatened adverse claim, judgment, injunction, order, decree or agreement restricting the knowledge use or assignment thereof by Reliant. (b) Subject to the receipt of Debtorthe Required Consents, except as set forth on Schedule 5.5(b) of the Reliant Disclosure Schedule, to Reliant’s Knowledge, there are no circumstances in existence such that the Acquired Assets, the manufacture, importation or marketing of the Product for sale in the Territory may infringe any patent, trademark, trade name, copyright or legally protectable right of another Person nor are there in existence any claims asserted or threatened by third parties with respect to the foregoing. To Reliant’s Knowledge, no claims third party has infringed or litigation misappropriated any Product Intellectual Property in the Territory. (c) Other than the Product Domain Name, there are no other domain name registrations owned by Reliant incorporating the Product Trademark or directly related to the Product Trademark, in whole or in part. To Reliant’s Knowledge, no domain names comprised in whole or in part of the Product Trademark have been alleged registered by third persons. (d) Schedule 5.5(d) of the Reliant Disclosure Schedule contains a true and complete list of Product Intellectual Property registered or threatened. Debtor has taken all reasonable steps to maintain, police and protect the Marks owned or used pending in the operation Territory. To Reliant’s Knowledge, all of Debtor’s business. The conduct of Debtor’s business as currently conducted or planned the registrations and applications relating to be conducted does not infringe or otherwise impair or conflict with any the Product Intellectual Property or other proprietary or personal rights of any third partyin the Territory are in good standing, andwith all fees, payments and filings due prior to the knowledge of Debtor, the Intellectual Property owned or licensed by Debtor is not being infringed by any third partydate hereof duly made. 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor Reliant has made available to Secured Party a list Oscient copies of all software registrations and applications relating to the Product Trademark and Product Patents and material written documentation evidencing ownership and prosecution of the same, in each case as are in Reliant’s possession. (other than generally e) Reliant has taken commercially availablereasonable measures to protect the secrecy, non-customconfidentiality and value of all trade secrets and confidential information included in the Acquired Assets, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtorthe Product, and identified which software the Product Line Operations consistent with Reliant’s practices with respect to other products of a similar value. (f) To Reliant’s Knowledge, none of the Product Intellectual Property has been canceled or adjudicated invalid or is owned, otherwise used and/or licensed or otherwise distributed by Debtor subject to any third partyoutstanding order, as judgment or decree restricting its use or adversely affecting Reliant’s rights therein, nor has been abandoned. (g) Reliant has no Knowledge of any past or current unauthorized re-importation or importation into the case may beTerritory of any Products or any corresponding infringing or ▇▇▇▇ market goods.

Intellectual Property. (a) Journal or its Subsidiaries own or otherwise have the right to use all Intellectual Property necessary to conduct its businesses as currently conducted (the “Journal Intellectual Property”). There exist no restrictions on the disclosure, use, license or transfer of the Journal Intellectual Property owned by Journal and its Subsidiaries (the “Owned Journal Intellectual Property”). (b) The execution and delivery of this Agreement by Journal and the consummation of the Transactions will not encumber, impair or extinguish any Journal Intellectual Property. Section 8.20(b) of the Journal Disclosure Schedule sets forth a complete and accurate list for each of the Journal Newspaper Business and the Journal Broadcast Business separately of all (i) registrations or applications for registration included in the Owned Journal Intellectual Property and (ii) all agreements (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms which have an aggregate acquisition cost of $1,000,000 or less) to which Journal or any of its Subsidiaries is a party or otherwise bound that are material to either the Journal Newspaper Business or the Journal Broadcast Business and pursuant to which Journal or any of its Subsidiaries (A) obtains the right to use any Intellectual Property and/or (B) grants the right to use any Intellectual Property. (c) To the knowledge and belief Knowledge of DebtorJournal, 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 its businesses as currently conducted does not infringe, violate or proposed to be conducted. No Marks have been within the preceding three (3) years or are now the subject constitute a misappropriation of any claims Intellectual Property of any Third Party in any material respect. Since January 1, 2012, neither Journal nor any of its Subsidiaries has received any written claim or litigation andnotice alleging any such material infringement, violation or misappropriation and there is no claim, action, suit, investigation or proceeding currently pending against, or, to the knowledge Knowledge of DebtorJournal, no claims threatened against Journal and its Subsidiaries (i) based upon, or litigation have been alleged challenging or threatened. Debtor has taken all reasonable steps seeking to maintaindeny or restrict, police and protect the Marks owned rights of Journal or its Subsidiaries in any material portion of the Journal Intellectual Property, (ii) alleging that the use of the Journal Intellectual Property or any services provided, processes used in the operation of Debtor’s business. The conduct of Debtor’s business as currently conducted or planned to be conducted does not products manufactured, used, imported, offered for sale or sold by Journal or its Subsidiaries do or may conflict with, misappropriate, infringe or otherwise impair or conflict with materially violate any Intellectual Property or other proprietary or personal rights of any third partyThird Party or (iii) alleging that Journal or any of its Subsidiaries have materially infringed, misappropriated or otherwise violated any Intellectual Property of any Third Party. (d) None of the Journal Intellectual Property has been adjudged invalid or unenforceable in whole or part, and, to the knowledge Knowledge of DebtorJournal, the all such Journal Intellectual Property owned is valid and enforceable. To the Knowledge of Journal, no Third Party is infringing, violating 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use misappropriating any of the Journal Intellectual Property used in any material respect. (e) With respect to each Website, to the conduct Knowledge of Journal, Journal has taken commercially reasonable steps to: (i) maintain what it believes are adequate computer resources to help ensure that no service outages will occur due to insufficient data-storage, memory, server response levels or other related reasons (except outages which are at industry acceptable levels); (ii) protect the business confidentiality, integrity and security of Debtor as currently conducted such Websites against any unauthorized use, access, interruption, modification or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third partycorruption, as the case may be; (iii) obtain consent for its acquisition, storage, transfer and use of personal information as required by Applicable Law; and (iv) put in place policies and procedures to limit the liability of Journal as a host of user-generated content. To the Knowledge of Journal, all material proprietary Intellectual Property produced or otherwise exclusively generated by or for Journal, whether by assignment, work made for hire or otherwise, including any content posted on the Websites and which material Intellectual Property is produced solely by or for the benefit of Journal, is owned exclusively or validly licensed by Journal. Journal has taken reasonable steps to ensure that all Persons (including current and former employees of Journal and any independent contractors) who create or contribute to material proprietary Intellectual Property owned or used by Journal in the conduct of its businesses have assigned to Journal in writing all of their rights therein that did not initially vest with Journal by operation of law.

Intellectual Property. (a) Except as set forth on Schedule 3.14(a) of the Transferor Parties Disclosure Schedule, all Owned Company Intellectual Property is owned by one or more of the Transferred Companies free and clear of all Encumbrances (other than Permitted Encumbrances). Each of the Transferred Companies is licensed to use or otherwise has the right to use all material Intellectual Property, other than the Owned Company Intellectual Property, that is used by it in the operation of its business (the “Licensed Intellectual Property”). The Transferred Companies have taken commercially reasonable actions to maintain and protect each item of Owned Company Intellectual Property. (b) Schedule 3.14(b) of the Transferor Parties Disclosure Schedule sets forth a true and complete list of all Registered Owned Company Intellectual Property, indicating for each item, if applicable, the owner, the registration or application number, the applicable filing jurisdiction and the date of filing or issuance. All of the Registered Owned Company Intellectual Property is valid and enforceable, in full force and effect, in each case, in all material respects, and has not expired or been cancelled, abandoned or otherwise terminated, and payment of all material renewal and maintenance fees, costs and expenses in respect thereof, and all material filings related thereto, have been duly made. To the knowledge and belief Knowledge of Debtorthe Transferor, 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 business of Debtor as currently conductedthe Transferred Companies does not infringe, misappropriate or otherwise violate any Intellectual Property of any other Person. All There is no Action pending or, to the Transferor’s Knowledge, threatened, alleging any such Marks (infringement, misappropriation or violation or challenging the rights of any Transferred Company in or to any Owned Company Intellectual Property and, to the Knowledge of the Transferor, there is no existing fact or circumstance that would be reasonably expected to give rise to any such Action. None of the Transferred Companies has received any written notice challenging the legality, validity, enforceability or ownership of any Owned Company Intellectual Property. None of the Transferred Companies has made any claim in writing that a Person has infringed, diluted, misappropriated or violated any Owned Company Intellectual Property, and, to the Transferor’s Knowledge, no Person has infringed, diluted, misappropriated or violated any Owned Company Intellectual Property. There are no actual, or, to the Transferor’s Knowledge, threatened, opposition proceedings, reexamination proceedings, cancellation proceedings, interference proceedings or other similar actions challenging the validity, existence or ownership of any Owned Company Intellectual Property. The Owned Company Intellectual Property together with the Licensed Intellectual Property is sufficient for the Transferred Companies to carry on the business of the Transferred Companies from and all applications and registrations therefor) are currently in compliance after the Closing Date in all material respects as presently conducted by the Transferor and its Affiliates, consistent with all legal requirements the past practice of the Transferor and its Affiliates with respect to the business of the Transferred Companies. (includingc) The Transferred Companies have a privacy policy (the “Privacy Policy”) regarding the collection and use of Personal Information, without limitation, timely filings, proofs a true and payments complete copy of all fees), and are valid and enforceable, and are not subject which has been provided to any filings, fees or other actions falling due within ninety (90) days after the Acquiror prior to the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to Each Transferred Company is in material compliance with all applicable Laws regarding the collection, use, sell aggregation, holding, disclosure and licensemanagement of Personal Information, free including Personal Information of the Transferred Companies’ customers and clear employees, and with the Privacy Policy, and to the Transferor’s Knowledge, no Person has gained unauthorized access to or made any unauthorized use of any Personal Information collected, used or maintained by any of the Transferred Companies. The Transferred Companies have commercially reasonable security measures in place to protect such Personal Information from unlawful use or access by any third party or any other use or access by a third party that would violate the Privacy Policy. The execution, delivery and performance of the Transaction Documents and the consummation of the Transactions do not violate the Privacy Policy applicable to such Personal Information. No Actions are pending or, to the Transferor’s Knowledge, threatened against any Transferred Company relating to the collection, use, aggregation, holding, disclosure or management of Personal Information. (d) The IT Assets operate and perform in all adverse claims (including material respects in accordance with their documentation and functional specifications and otherwise as required 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 the Transferred Companies as presently conducted and as currently conducted or proposed to be conducted. No Marks The Transferred Companies 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 implemented commercially reasonable steps to maintain, police backup and protect the Marks owned or used disaster recovery systems and procedures in the operation of Debtor’s business. The conduct of Debtor’s connection with such business as currently conducted or planned to be conducted does not infringe or otherwise impair or conflict consistent 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beindustry best practices.

Intellectual Property. 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefori) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and licenseBullion owns, free and clear of any and all adverse claims (including by current and former employees and contractors)security interests, liens, restrictions or other obligation has the valid right to pay royalties, honoraria or other fees, any and use all Intellectual Property (including without limitation the Marks) used by it in the conduct of the its business of Debtor as currently conducted or and as proposed to be conducted. No Marks have been within Except as disclosed in Schedule 4.1(bb) of the preceding three Bullion Disclosure Letter, no other Person (3other than licensors of software that is generally commercially available, licensors of Intellectual Property under the agreements disclosed pursuant to paragraph (v) years below and licensees of the Intellectual Property of Bullion disclosed pursuant to paragraph (iv) below) has any rights to any of the Intellectual Property owned or are now the subject of any claims or litigation used by Bullion, and, to the knowledge of DebtorBullion’s knowledge, no claims other Person is infringing, violating or litigation have been alleged misappropriating any of the Intellectual Property that Bullion owns. (ii) To Bullion’s knowledge: (x) none of the activities or threatened. Debtor has taken all reasonable steps to maintain, police and protect the Marks owned business conducted by Bullion or used its Subsidiaries constitutes a misappropriation of (or in the operation past constituted a misappropriation of) any Intellectual Property of Debtorany other Person; and (y) none of the activities or business conducted by Bullion or its Subsidiaries infringes or violates (or in the past infringed or violated) any Intellectual Property of any Person. To Bullion’s business. The conduct knowledge, none of Debtor’s the activities or business as currently conducted or planned proposed to be conducted does not infringe by Bullion or otherwise impair its Subsidiaries will infringe, violate, or conflict with constitute a misappropriation of, any Intellectual Property or other proprietary or personal rights of any third partyother Person. To Bullion’s knowledge, neither Bullion nor any of its Subsidiaries has received any complaint, claim or notice alleging any infringement, violation or misappropriation of any Intellectual Property of any Person, and, to the knowledge of DebtorBullion, there is no basis for any such complaint, claim or notice. (iii) Neither Bullion nor any of its Subsidiaries has received any written communication (excluding communications from national or regional patent offices) challenging the inventorship, validity, enforceability or ownership of any Intellectual Property, and to Bullion’s knowledge, there is no reasonable basis for such challenge. To Bullion’s knowledge, all Intellectual Property identified on Schedule 4.1(bb) of the Bullion Disclosure Letter is valid and enforceable. Schedule 4.1(bb) of the Bullion Disclosure Letter identifies Intellectual Property owned by Bullion that was developed using any federal or university funding, resources or staff, and identifies Intellectual Property owned by Bullion to which any government entity or university has any rights. (iv) Schedule 4.1(bb) of the Bullion Disclosure Letter identifies each patent, patent application, copyright registration, copyright application, trademark registration, and trademark application that is owned, free and clear of all security interests, by Bullion. Except as set forth in Schedule 4.1(bb) of the Bullion Disclosure Letter, each patent, patent application, copyright registration, copyright application, trademark registration, and trademark application identified on Schedule 4.1(bb) of the Bullion Disclosure Letter is owned exclusively by Bullion. Schedule 4.1(bb) of the Bullion Disclosure Letter identifies each patent, patent application, copyright registration, copyright application, trademark registration, and trademark application that is exclusively licensed to Bullion. Schedule 4.1(bb) of the Bullion Disclosure Letter identifies each patent, patent application, copyright registration, copyright application, trademark registration, and trademark application, other than those identified in Schedules 4.1(bb) of the Bullion Disclosure Letter and hereto, in which Bullion has rights, along with a description of such rights. Schedule 4.1(bb) of the Bullion Disclosure Letter identifies each license or other agreements pursuant to which Bullion has granted any option, license or other rights to any third party with respect to any Intellectual Property. (v) Schedule 4.1(bb) of the Bullion Disclosure Letter identifies each agreement with a third party pursuant to which Bullion obtains rights to Intellectual Property (other than software that is generally commercially available) that is owned by a party other than Bullion (“Third Party Agreements”). Bullion is in compliance, in all material respects, with all Third Party Agreements, each of which are valid and in full force and effect, and to Bullion’s knowledge, has not received any notice of breach or violation by Bullion of any terms of a Third Party Agreement, and to Bullion’s knowledge, there is no basis for any such notice. Bullion has met any milestone required to be met by Bullion in order for Bullion to maintain the full benefit of its rights under any Third Party Agreement (with respect to those milestones with a deadline at or before the date hereof). Except as set forth in Schedule 4.1(bb) of the Bullion Disclosure Letter, other than license fees for software that is generally commercially available, Bullion is not obligated to pay any royalties or other compensation to any third party in respect of the ownership, use or license of any Intellectual Property. (vi) Bullion has taken reasonable precautions (x) to protect its rights in its Intellectual Property and (y) to maintain the confidentiality of its trade secrets, know-how and other confidential Intellectual Property, and there have been no acts or omissions (other than those made based on reasonable, good faith business decisions) by the officers, directors, shareholders and employees of Bullion the result of which would be to materially compromise the rights of Bullion to apply for or enforce appropriate legal protection of any Intellectual Property of Bullion. (vii) Except as set forth in Schedule 4.1(bb) of the Bullion Disclosure Letter, all of the Intellectual Property purported to be developed and owned by Bullion has been created by employees or licensed by Debtor is not being infringed by independent contractors of Bullion who have executed agreements expressly assigning all right, title and interest in such Intellectual Property to Bullion. Except as set forth in Schedule 4.1(bb) of the Bullion Disclosure Letter, no portion of the Intellectual Property was jointly developed with any third party. There Except as set forth in Schedule 4.1(bb) of the Bullion Disclosure Letter, no Bullion employee or consultant is no litigation subject to or order pending or outstandingotherwise restricted by any employment, nondisclosure, assignment of inventions, non- solicitation of employees, or non-competition agreement between such employee or consultant and a third party. Each former and current Bullion employee, and each former and current Bullion consultant, has executed written confidential information and invention assignment agreements containing appropriate confidentiality provisions, and invention assignment provisions assigning 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 Bullion all related Intellectual Property of Debtor. The consummation of the transactions contemplated hereby will not result developed by them in the alteration, loss course of their employment or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beconsultant relationship with Bullion.

Intellectual Property. To Except as set forth on Schedule 3.22, the knowledge Borrower and belief its Subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service m▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of Debtorauthorships, all Marks listed on Exhibit B for Debtor trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and all licenses held by such Debtor related other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to such Marks constitute all such rights that are required or reasonably necessary for the conduct of the business of Debtor their respective businesses as currently conducted, and as proposed to be conducted and described in the Reports. Neither the Borrower nor any of its Subsidiaries is infringing, misappropriating, or otherwise violating, valid and enforceable Intellectual Property Rights of any other person, and, except as set forth in the financial statements provided pursuant to Section 3.05, have not received written notice of any challenge, by any other person to the rights of the Borrower and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Borrower or any of its Subsidiaries. Except as described in the financial statements provided pursuant to Section 3.05, the Borrower and its Subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All such Marks (licenses for the use of the Intellectual Property Rights described in the financial statements provided pursuant to Section 3.05 are valid, binding upon, and all applications enforceable by or against the parties thereto in accordance to its terms. The Borrower and registrations therefor) are currently in compliance its Subsidiaries have complied in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees), and are valid and enforceablewith, and are not subject to in breach nor have they received any filings, fees asserted or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear threatened claim of breach of any and all 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 license that has not been within the preceding three (3) years or are now the subject of any claims or litigation andresolved, and to the knowledge of Debtorthe Borrower there has been no unresolved breach or anticipated breach by any other person to any Intellectual Property license, except where such breach, singularly or in the aggregate, would not have a Material Adverse Effect. There are no unresolved claims against the Borrower or litigation any of its Subsidiaries alleging the infringement by the Borrower or any of its Subsidiaries of any patent, trademark, service m▇▇▇, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person, except to the extent that any such claim does not have been alleged or threateneda Material Adverse Effect. Debtor has The Borrower and its Subsidiaries have taken all reasonable steps to maintainprotect, police maintain 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 safeguard their Intellectual Property or other proprietary or personal rights Rights, including the execution 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 Debtorappropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated hereby by this Agreement and the other Transaction Documents will not result in the alteration, loss or impairment of or payment of any additional amounts with respect to, nor require the validityconsent of any other person in respect of, enforceability the Borrower’s or Debtor’s any of its Subsidiaries’ right to own own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available The Borrower and its Subsidiaries have taken the necessary actions to Secured Party a list obtain ownership of all software (other than generally commercially availableworks of authorship and inventions made by its employees, non-customconsultants and contractors during the time they were employed by or under contract with the Borrower or any of its Subsidiaries and which relate to the business of the Borrower and its Subsidiaries. All key employees have signed confidentiality and invention assignment agreements with the Borrower and its Subsidiaries, off-the-shelf software application programs having except where to sign such agreements would not have a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beMaterial Adverse Effect.

Intellectual Property. To (a) Each of the knowledge Acquired Entities is the sole and belief exclusive owner of Debtorall right, title and interest in and to, or has an enforceable right to use, all Marks listed on Exhibit B material Intellectual Property used or held for Debtor and all licenses held by such Debtor related to such Marks constitute all such rights that are required or reasonably necessary for use in the conduct of the business of Debtor Acton Business as it is currently conducted. All such Marks conducted (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (includingcollectively, without limitation, timely filings, proofs and payments of all feesthe “Company IP”), and are valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any all Encumbrances, other than Permitted Encumbrances. (b) Section 2.12(b) of the Seller Disclosure Schedule contains an accurate and complete list of all adverse claims (including by current registered and former employees and contractors), liens, restrictions or other obligation to pay royalties, honoraria or other fees, any and all applied for Intellectual Property which is owned by the Acquired Entities or used by the Acton Business (including without limitation collectively, the Marks“Registered IP”). (c) used in the conduct of the business of Debtor as currently conducted or proposed to be conductedAll Registered IP is subsisting, valid and enforceable. No Marks The Acquired Entities 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 and necessary steps to maintainmaintain and enforce the Company IP, police and protect preserve the Marks owned or used in the operation confidentiality of Debtor’s businessall Trade Secrets included therein. 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 After consummation of the transactions contemplated hereby by this Agreement, neither Seller nor any current or former Affiliate of Seller (other than the Acquired Companies) will own or have any right, title or interest in or to any Company IP. The execution, delivery and performance of this Agreement will not result in the alteration, loss or impairment of or payment of any additional amounts with respect to, nor require the validityconsent of any other Person in respect of, enforceability or Debtor’s the Acquired Companies’ right to own or use any Company IP. (d) To Seller’s Knowledge, (i) no Person has infringed, misappropriated or otherwise violated any Company IP, and (ii) each of the Intellectual Property used in Acquired Entities, the conduct of the business of Debtor Acton Business as currently conducted and formerly conducted, and the products and services of the Acquired Entities, have not infringed, misappropriated or proposed otherwise violated the Intellectual Property rights of any Person. No Proceedings (including any opposition, cancellation, review or other Proceedings) are settled or pending or, to be conducted. Debtor Seller’s Knowledge, threatened (including any offers to take a license), (x) alleging that either or both of the Acquired Entities has made available to Secured Party a list infringed, misappropriated or otherwise violated the Intellectual Property rights of all software any Person, (other than generally commercially availabley) challenging the validity, non-customenforceability, off-the-shelf software application programs having a retail acquisition price registrability or ownership of less than $5,000any Company IP, or (z) alleging that is owned any Person infringed, misappropriated or otherwise violated any Company IP. (e) To Seller’s Knowledge, the information technology systems (including any outsourced systems) used by Debtorthe Acquired Companies in the Ordinary Course have not suffered any material security breach or material failure. Each Acquired Company is in compliance with all binding policies implemented by such Acquired Company and all applicable Laws, in each case, relating to privacy, data protection, the payment card industry and identified which software is ownedthe collection, otherwise used and/or licensed use, storage, transfer, disclosure and protection of personal information. There are no settled or otherwise distributed pending or, to Seller’s Knowledge, threatened claims against any of the Acquired Companies by Debtor to any third party, as the case may bePerson or Governmental Authority alleging a material violation of any such policies or applicable Laws.

Intellectual Property. To (a) Section 3.13(a) of the Rentrak Disclosure Letter contains a complete and accurate list of all Patents or other Intellectual Property Rights that are Registered Intellectual Property owned by or registered in the name of Rentrak or any of its Subsidiaries (collectively the “Rentrak Registered Intellectual Property”). All material Rentrak Registered Intellectual Property is, to the knowledge of Rentrak, subsisting and belief neither invalid nor unenforceable. (b) All Rentrak Registered Intellectual Property Rights are owned by Rentrak or one or more 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, its Subsidiaries free and clear of any Liens (excluding any non-exclusive licenses entered into in the ordinary course of business). To the knowledge of Rentrak, all material Rentrak Intellectual Property Rights are, and all adverse claims (including by current immediately following the transactions contemplated hereby shall be, freely, transferable, licensable and former employees and contractors)alienable without the consent of, liensor notice or payment of any kind to any Governmental Authority or third party. Neither Rentrak nor any of its Subsidiaries has, restrictions in the past 36 months transferred ownership of, or other obligation to pay royalties, honoraria or other feesgranted an exclusive license to, any and all third party, of any Intellectual Property Rights that are or were material Rentrak Intellectual Property Rights. (including without limitation the Marksc) used Neither Rentrak nor its Subsidiaries has, in the conduct of the business of Debtor Rentrak and its Subsidiaries as currently conducted conducted, knowingly infringed upon, violated or proposed used without authorization or license, any material Intellectual Property Rights owned by any third Person. There is no pending or, to be conducted. No Marks have been Rentrak’s knowledge, threatened (and at no time within the preceding three (3) years prior to the date of this Agreement has there been pending any) suit, arbitration or are now other adversarial proceeding before any court, government agency or arbitral tribunal, or in any jurisdiction, against Rentrak or any of its Subsidiaries, alleging that any activities, products or conduct of Rentrak’s or any of its Subsidiaries’ business infringes or will infringe upon, violates or constitutes the subject unauthorized use of the Intellectual Property Rights of any claims third Person, or litigation andchallenging the ownership, validity, or enforceability of any Rentrak Intellectual Property Rights. Rentrak is not party to any settlements, covenants not to ▇▇▇, consents, decrees, stipulations, judgments, or orders resulting from suits, actions or similar legal proceedings, which (i) materially restrict Rentrak’s or any of its Subsidiaries’ rights to use, license or transfer any material Rentrak Intellectual Property Rights, or (ii) compel or require Rentrak or any of its Subsidiaries to license or transfer any material Rentrak Intellectual Property Rights. (d) There are no pending claims, suits, arbitrations or other adversarial proceedings before any court, government agency or arbitral tribunal brought by Rentrak or any of its Subsidiaries against any third party with respect to any Rentrak Intellectual Property Rights, which remain unresolved as of the date hereof. (e) Section 3.13(e) of the Rentrak Disclosure Letter contains a complete and accurate list of all material Contracts pursuant to which a third party has licensed to Rentrak or any of its Subsidiaries any Intellectual Property Right that is material to the business of Rentrak and its Subsidiaries, taken as a whole (“Rentrak In Licenses”), other than Contracts with respect to commercial available Technology that is not included in any Rentrak Product or necessary to the distribution of any Rentrak Product. (f) Section 3.13(f) of the Rentrak Disclosure Letter contains a complete and accurate list of all material Contracts pursuant to which Rentrak or any of its Subsidiaries has granted a third Person or Affiliate any rights or licenses to any material Rentrak Intellectual Property Rights, other than non-exclusive licenses granted in the ordinary course of business (“Rentrak Out Licenses,” and together with the Rentrak In Licenses, the “Rentrak IP Licenses”). (g) Neither Rentrak nor any of its Subsidiaries, nor, to the knowledge of DebtorRentrak any other party to a Rentrak IP License, 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 is 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 material breach of any third party, and, such Rentrak IP License that is material to the knowledge business of DebtorRentrak and its Subsidiaries, 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 Debtortaken as a whole. The consummation of the transactions contemplated hereby will not result in or cause: (A) (i) the alterationbreach by Rentrak or any of its Subsidiaries of any Rentrak IP License, loss (ii) the termination, impairment or impairment restriction of any right or license granted to Rentrak or any of its Subsidiaries under a Rentrak IP License, or (iii) Rentrak or any of its Subsidiaries to grant, or expand the scope of a prior grant, to a third party of any rights to any material Rentrak Intellectual Property Rights (including by release of any source code), except as would not reasonably be expected to have a Rentrak Material Adverse Effect, (B) as a result of any Contract to which Rentrak or any of its Subsidiaries is a party, a third party to become licensed to, or otherwise have rights to, any material Intellectual Property Rights of comScore or any of its Subsidiaries or (C) cause any royalties fees or other payments to become payable by Rentrak or any of its Subsidiaries to any third person as a result of the validity, enforceability use of any material Intellectual Property Rights by Rentrak or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted its Subsidiaries or proposed cause any existing obligations to be conducted. Debtor has made available pay such royalties, fees or other payments to Secured Party a list of all software materially increase (other than generally commercially availabledue to increased sales of Rentrak Products). (h) To the knowledge of Rentrak, nonRentrak and its Subsidiaries are in material compliance with all their respective obligations pursuant to any Public Software license agreements under which they license-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) in Technology that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise included in any Rentrak Product distributed by Debtor to any third party, as the case may beRentrak.

Intellectual Property. 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 (a) Section 3.17(a) of the business Company Disclosure Letter sets forth a complete and correct list, as of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 the Owned Intellectual Property that is registered, issued or subject to an application for registration or issuance that is maintained by the Company (including without limitation collectively, the Marks) used in “Registered Intellectual Property”). To the conduct Knowledge 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 DebtorCompany, 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Registered Intellectual Property used in the conduct of the business is valid, subsisting and enforceable, and the Company and its Subsidiaries exclusively own the Owned Intellectual Property material to the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list the Company and its Subsidiaries, free and clear of all software Liens, except for Permitted Liens. (b) The conduct of the business of the Company and its Subsidiaries has not, since January 1, 2019, infringed, violated or misappropriated any Intellectual Property of any other than generally Person in any material respect. There is no pending or, to the Knowledge of the Company, threatened Proceeding against the Company or any of its Subsidiaries alleging any such infringement, violation or misappropriation (including any claim that the Company or any of its Subsidiaries must license or refrain from using any Intellectual Property of any Person) or contesting the ownership, validity, registrability, use or enforceability of any Registered Intellectual Property (excluding ordinary course proceedings in Intellectual Property registration offices of Governmental Authorities). To the Knowledge of the Company, no Person has engaged in any activity that infringes, violates or misappropriates any material Registered Intellectual Property since January 1, 2019. (c) The Company and its Subsidiaries have taken commercially availablereasonable actions to protect and maintain the (i) Registered Intellectual Property and (ii) secrecy of the Trade Secrets and confidential Intellectual Property, non-customin each case, off-the-shelf software application programs having that are Owned Intellectual Property. To the knowledge of the Company, no material Trade Secrets or confidential Owned Intellectual Property has been disclosed by the Company or any of its Subsidiaries to any Person except to Persons under a retail acquisition price legal, contractual or enforceable ethical obligation to maintain the confidentiality of less than $5,000such Trade Secrets and confidential information. To the Knowledge of the Company, there has been no unauthorized access, use or disclosure of any material Trade Secrets or confidential Owned Intellectual Property since January 1, 2019. (d) To the extent that any material Owned Intellectual Property has been conceived, developed or created for the Company or any of its Subsidiaries by any Person (whether alone or with others), (i) such Person has executed a valid and enforceable written agreement pursuant to which such Person transferred to the Company or such Subsidiary the entire and unencumbered right, title and interest of such Person therein and thereto, and, to the Knowledge of the Company, no party is owned in breach of such agreement or (ii) the Company or its Subsidiaries exclusively own such Intellectual Property as a matter of applicable Law. No Person has asserted in writing against the Company or any of its Subsidiaries any right, title, interest or other claim in, or the right to receive royalties or other consideration with respect to, any material Owned Intellectual Property. (e) The IT Systems material to the business of the Company and its Subsidiaries (i) operate in all material respects in accordance with their documentation and functional specifications and as otherwise required by the Company and its Subsidiaries, (ii) are in a good state of maintenance and repair (ordinary wear and tear excepted) and are adequate and suitable for the purposes for which they are presently being used by Debtoror held for use, and identified which software is owned(iii) since January 1, otherwise used and/or licensed 2019, have not malfunctioned or otherwise distributed by Debtor failed in a manner that resulted in a material disruption to any third party, as the case may beconduct of the business of the Company and its Subsidiaries.

Intellectual Property. To the knowledge and belief of Debtor(a) Seller owns, or possesses sufficient legal rights allowing it to use, all Marks listed on Exhibit B for Debtor Seller Intellectual Property in the conduct of the Business as now conducted and as presently proposed by Seller to be conducted in a manner that would not conflict with or Infringe the rights of others. Seller is the sole and exclusive owner of each item of Seller Owned IP (including all Seller Registered IP and all material unregistered Trademarks listed in Schedule 3.11(b)) free and clear of all liens, restrictions, licenses held or encumbrances, other than non-exclusive licenses of Seller Owned IP granted to Seller’s clients in the ordinary course of business pursuant to Seller’s standard form of license. Seller has the sole and exclusive right to bring a claim or suit against a third party for past, present or future Infringement of Seller Owned IP and to retain for itself any damages recovered in any such action. (b) Seller has taken commercially reasonable steps to maintain its rights in Seller Intellectual Property and in all registrations and applications for registration of Seller Registered IP. Seller has taken commercially reasonable steps to protect the confidentiality of confidential information and Trade Secrets of Seller, and any third party that has provided any confidential information or Trade Secrets to Seller. Schedule 3.11(b) lists (i) all Seller Registered IP and all material unregistered Trademarks used by Seller, (ii) any actions that must be taken by Seller within ninety (90) days of the Closing Date with respect to any of the foregoing, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates, and (iii) any proceedings or actions pending, or to Seller’s Knowledge, threatened before any court, Governmental Authority, arbiter or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) to which Seller is or was a party and in which claims are or were raised relating to the validity, enforceability, scope, ownership or Infringement of any Seller Registered IP. With respect to each item of Seller Registered IP: (A) all registration, maintenance and renewal fees that have become due to date have been paid, and all necessary documents and certificates required to be filed with the relevant Patent, copyright, trademark or other authorities, Governmental Authorities, or registrars in the United States or foreign jurisdictions, as the case may be, to date for the purposes of maintaining Seller Registered IP have been timely filed; (B) each such Debtor related item is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use); (C) each such item is subsisting, and valid and enforceable; and (D) each such item is not subject to any past due and unpaid maintenance fees. Seller has not misrepresented, or failed to disclose, any material facts or circumstances in connection with any Seller Registered IP that would constitute fraud or a misrepresentation with respect to such Marks constitute registration or application or that would otherwise affect the enforceability of any Seller Registered IP. (c) Except as set forth on Schedule 3.11(c), all Seller Owned IP is fully transferable, alienable, and licensable to any Person whatsoever by Seller without restriction and without payment of any kind to any third party. Neither this Agreement nor the transactions contemplated by this Agreement will cause: (i) Seller to grant to any third party any right to or with respect to any Seller Intellectual Property, (ii) Seller to be bound by, or subject to, any non-compete, non-solicit or other restriction on the operation or scope of its business, (iii) Seller to lose any rights in or to any Seller Intellectual Property, or (iv) Seller to be in violation of any contract provision (including restriction on assignment) or to be obligated to pay any royalties or other fees or consideration with respect to any Intellectual Property of any third party in excess of those payable by Seller in the absence of this Agreement or the transactions contemplated hereby. (d) Schedule 3.11(d) lists all Seller Products by name or version number, as applicable, and identifies any third party Software (except for Shrink Wrap Code) that is included in Seller Products. With respect to Seller Products: (i) to Seller’s Knowledge, there are no unresolved defects, malfunctions or nonconformities that would reasonably be expected to prevent any Seller Product from performing in all material respects in accordance with applicable documentation, (ii) there have been and are no claims asserted against Seller or any of its clients or distributors related thereto, nor to Seller’s Knowledge have there been any threats thereof; and (iii) Seller has not been nor is required to recall, or otherwise provide notices regarding the operation of, any Seller Products. To Seller’s Knowledge, all Seller Products are free of any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or erasure of such Seller Product, or data or other software of users (collectively “Contaminants”). Seller has taken commercially reasonable steps to prevent the introduction of Contaminants into Seller Products and Seller Owned IP. (e) To Seller’s Knowledge, no Person is Infringing any Seller Owned IP. (f) Schedule 3.11(f) lists all contracts, agreements and instruments under which a third party licenses or provides any Intellectual Property (including covenants not to ▇▇▇, non-assertion provisions or releases or immunities from suit that relate to Intellectual Property) to Seller, excluding any non-disclosure agreements entered into in the ordinary course of business and licenses for Shrink Wrap Code, for Open Source Software, and for a client’s Intellectual Property solely to enable Seller to provide Seller Products to such client. Seller is in compliance with all such rights that are required licenses governing third party Intellectual Property. Other than Intellectual Property licensed to Seller under the licenses set forth in Schedule 3.11(f) and Intellectual Property explicitly excluded from the disclosure requirement for Schedule 3.11(f), no third party Intellectual Property is used in or reasonably necessary for the conduct of the business of Debtor Business as it currently is conducted or as currently proposed to be conducted, including the design, development, manufacture, use, hosting, marketing, import for resale, distribution, provisioning, licensing out and/or sale of all Seller Products. (g) The operation of the Business as it has been conducted since the inception of Seller, as currently conducted and as is currently proposed to be conducted, and the design, development, use, hosting, import, branding, advertising, promotion, marketing, manufacture, sale, offer for sale, provision, distribution and licensing out of any Seller Product has not and does not Infringe any Intellectual Property of any Person. Seller has not received any communications asserting that Seller has violated or, by conducting the Business would violate, any Intellectual Property rights of any other Person. Seller has not received, and is not aware of any facts that indicate a likelihood of receiving, written notice from any Person directing Seller to review or consider the applicability of such Person’s Intellectual Property to the Business and/or Seller Intellectual Property or claiming that the operation of the Business or any act, product, technology or service of Seller Infringes any Intellectual Property rights of any Person (including, without limitation, any demand or request that Seller license any rights from a third party). (h) Seller has obtained and possesses valid licenses to use all of the Software present on the computers and other Software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Business. (i) It has not been necessary to use any inventions of any of Seller’s employees, consultants or independent contractor (or Persons it currently intends to hire) made prior to their employment or engagement, as applicable, by Seller. (j) Each current and former employee, consultant and independent contractor of Seller has assigned to Seller all Intellectual Property he or she developed for or on behalf of Seller that are related to the Business as now conducted and as presently proposed to be conducted. All Copies of Seller’s standard form of proprietary information, confidentiality and assignment agreement for employees (the “Employee Proprietary Information Agreement”) and Seller’s standard form of consulting agreement containing proprietary information, confidentiality and assignment provisions for consultants or independent contractors (the “Consultant Proprietary Information Agreement”; and collectively with the Employee Proprietary Information Agreements, the “Proprietary Information Agreements”) have been made available to Buyer. Each (i) current and former employee of Seller, (ii) current and former consultant or independent contractor of Seller, and (iii) individual who has been involved in the creation, invention or development of Seller Intellectual Property or Seller Products for or on behalf of Seller (each, a “Contributor”), has executed and delivered, and to Seller’s Knowledge is in compliance with, the applicable form of Employee Proprietary Information Agreement or Consultant Proprietary Information Agreement or a similar agreement that does not deviate in any material respect from such Marks standard forms. Without limiting the foregoing, no Contributor owns or has any right, claim, interest or option, including the right to further remuneration or consideration or to assert any Moral Rights, with respect to Seller Products or Seller Owned IP, nor has any current or former employee, consultant or independent contractor made any assertions with respect to any alleged ownership or any such right, claim, interest or option, nor threatened any such assertion. (k) No third party that has licensed (including by means of covenant not to ▇▇▇) or provided any material Intellectual Property to Seller thereof has retained ownership of or license rights under any such Intellectual Property in any modifications, improvements or derivative works made solely or jointly by or for Seller. (1) To Seller’s Knowledge, no Seller Owned IP is subject to any Order, any proceeding in which an Order is sought, or any agreement, that does or would in any manner restrict, condition and/or materially affect the validity or enforceability thereof, or the use, transfer or licensing thereof by Seller. (m) No funding, facilities or resources of any government, university, college, other educational institution, or international organization or research center was used in the development of Seller Products or Seller Owned IP. Seller is not nor ever was a member or promoter of, or a contributor to, any industry standards body or other organization that could require or obligate Seller to grant or offer to any other Person any license or right to any Seller Owned IP. (n) Schedule 3.11(n) lists all Open Source Software that has been incorporated into, integrated with, combined with or linked to any Seller Product or Seller Owned IP in any way, or from which any Seller Product or Seller Owned IP was derived, and indicates whether (and, if so, how) the Open Source Software was modified and/or distributed out by Seller. Seller has not used Open Source Software in any manner that would or could, with respect to any Seller Product or any Seller Owned IP, (i) require its disclosure or distribution in source code form, (ii) require the licensing thereof for the purpose of making derivative works, (iii) impose any restriction on the consideration to be charged for the distribution thereof, (iv) create, or purport to create, obligations for Seller with respect to Seller Owned IP or grant, or purport to grant, to any third party, any rights or immunities under Seller Owned IP or (v) impose any other material limitation, restriction, or condition on the right of Seller with respect to its use or distribution. With respect to any Open Source Software that is or has been used by Seller in any way, Seller has been and is in compliance with all applications applicable licenses with respect thereto. (o) Except as set forth on Schedule 3.11(o), neither Seller nor, to the Knowledge of Seller, any other Person acting on its behalf, has disclosed, delivered or licensed to any Person, agreed to disclose, deliver or license to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any source code for any Seller Product or Seller Owned IP, except for disclosures to Contributors under binding written agreements that prohibit use or disclosure except in the performance of services to Seller. (p) Seller is, and registrations therefor) are currently at all times has been, in compliance in all material respects with (A) all legal requirements applicable Laws and U.S. and non-U.S. rules and regulations pertaining to (i) data security, cybersecurity, and e -commerce, including, in each case, the rules implemented thereunder, and (ii) the collection, storage, use, access, disclosure, processing, security, and transfer of Personal Data (referred to collectively in this Agreement as “Data Activities”); and (i) and (ii) together referred to as “Privacy Laws”) and (B) all contracts, agreements or instruments (or portions thereof) to which Seller is a party that are applicable to Data Activities (collectively, “Privacy Agreements”). Seller has delivered to Buyer accurate and complete copies of all of the Privacy Agreements. (q) Seller has implemented written policies relating to Data Activities, including, without limitation, a publicly posted privacy policy and a comprehensive information security program that includes appropriate written information security policies (“Privacy and Data Security Policies”). Seller has made available a true, correct, and complete copy of each Seller Privacy and Data Security Policy in effect in the three (3) years prior to the date hereof. At all times, Seller has been and is in compliance, with all such Privacy and Data Security Policies, has at all times made all disclosures to users or clients required by Applicable Law, and none of such disclosures made or contained in any such Privacy and Data Security Policies has been inaccurate, misleading or deceptive or in violation of any Applicable Law. Seller has provided all necessary notifications to, and has obtained all appropriate consent from, Persons regarding its Data Activities. Neither the execution, delivery, or performance of this Agreement, nor the consummation of any of the transactions contemplated under this Agreement will violate any of the Privacy Agreements, Privacy and Data Security Policies or any applicable Privacy Laws. (r) There is no pending, nor has there ever been any, complaint, audit, proceeding, investigation, or claim against Seller initiated by (i) any Person or entity; (ii) the United States Federal Trade Commission, any state attorney general or similar state official; (iii) any other Governmental Authority; or (iv) any regulatory or self-regulatory entity alleging that any Data Activity of Seller: (A) is in violation of any applicable Privacy Laws, (B) is in violation of any Privacy Agreements, (C) is in violation of any Privacy and Data Security Policies, or (D) otherwise constitutes an unfair, deceptive, misleading or abusive trade practice. (s) At all times, Seller has taken commercially reasonable steps (including, without limitation, timely filingsimplementing, proofs and payments of all fees)maintaining, and are valid monitoring compliance with government-issued or industry standard measures with respect to administrative, technical and enforceablephysical security) to ensure that all Personal Data and Client Data in its possession or control is protected against damage, loss, and are not subject to any filingsagainst unauthorized access, fees acquisition, use, modification, disclosure or other actions falling due within ninety (90) days after the date hereofmisuse. Debtor owns or otherwise possesses adequate licenses or other valid rights to There has been no unauthorized access, use, sell and license, free and clear or disclosure of any and all adverse claims (including by current and former employees and contractors), liens, restrictions Personal Data or other obligation to pay royalties, honoraria or other fees, any and all Intellectual Property (including without limitation the Marks) used Client Data in the conduct possession or control 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, Seller or to the knowledge Knowledge of DebtorSeller, 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor its contractors with regard to any third party, as the case may be.

Intellectual Property. To the knowledge and belief Each material item of DebtorSabre Intellectual Property that is a patent, 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 patent application, trademark, trademark application, service ▇▇▇▇, service ▇▇▇▇ application, domain name, copyright registration, copyright application, or reasonably necessary for the conduct license, sublicense, agreement, or permission concerning any of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees)foregoing, and are valid that is used primarily in the Travelocity Business is set forth on the Sabre Disclosure Schedule. Except as set forth on the Sabre Disclosure Schedule: (a) Sabre possesses all right, title and enforceableinterest in and to, and are not subject to any filingsis the sole and exclusive owner of, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other has a valid rights license to use, sell and licenseall the Sabre Intellectual Property, free and clear of any encumbrance, and all adverse claims (including by current and former employees and contractors), liens, restrictions or other obligation has the right to pay royalties, honoraria or other fees, require the applicant of any and all Sabre Intellectual Property (which is an application, including without limitation the Marks) used in the conduct but not limited to patent applications or copyright applications, to transfer ownership to Sabre of the business application and 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 partyregistration once it issues, and, to Sabre's knowledge, all registered patents, trademarks, service marks and copyrights listed on the knowledge of Debtor, Sabre Disclosure Schedule are valid and subsisting and in full force and effect; (b) The Sabre Intellectual Property is all the Intellectual Property owned or licensed by Debtor that 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 necessary for the ownership, use, validity or enforceability maintenance and operation of any Marks or any the Travelocity Business and Sabre has the right to use all of the Sabre Intellectual Property of Debtor. The in all jurisdictions in which Sabre conducts or proposes to conduct the Travelocity Business, and the consummation of the transactions contemplated hereby will not result in alter or impair any such rights; (c) To Sabre's knowledge, Sabre has not, and the alteration, loss or impairment continued operation of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor Travelocity Business as currently presently conducted or and as presently proposed to be conducted. Debtor has made available to Secured Party a list conducted will not, interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtorthird parties, and identified which software is ownedSabre has not received written notice of any charge, otherwise used and/or licensed complaint, claim, demand or otherwise distributed by Debtor to notice so alleging (including any claim that Sabre must license or refrain from using any Intellectual Property rights of any third party); (d) To Sabre's knowledge, as no third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Sabre Intellectual Property; and (e) To Sabre's knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand has been made, is pending, or, to the case may beknowledge of Sabre, is threatened which challenges the legality, validity, enforceability, use or ownership of any Sabre Intellectual Property.

Intellectual Property. To (a) With respect to each Trade Secret constituting Purchased Assets, the knowledge and belief of Debtor, all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related documentation provided to Buyer relating to such Marks constitute Trade Secret is current, accurate, and sufficient in detail and content to identify and explain it and to allow its full and proper use by Buyer without reliance on any individual’s knowledge or memory. Seller has taken all reasonable precautions to protect such rights that are required Trade Secret’s secrecy, confidentiality, and value. No such Trade Secret is part of the public knowledge or reasonably necessary literature or, to Seller’s Knowledge, has been used, divulged, or appropriated either for the conduct benefit of any third person or the detriment of the business of Debtor as currently conductedBusiness. All No such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments of all fees), and are valid and enforceable, and are not Trade Secret required is subject to any filings, fees or other actions falling due within ninety adverse claim nor has any adverse claim been Threatened with respect to any such Trade Secret and there is no Basis therefor. (90b) days after the date hereof. Debtor Seller owns or otherwise has the right to use pursuant to an Enforceable Contract all Intellectual Property necessary or desirable to operate the Business. Each item of Intellectual Property used by Seller in the operation of the Business immediately prior to the Closing will be owned or available for use by Buyer on identical terms and conditions immediately subsequent to the Closing. Seller has taken all necessary and desirable action to maintain and protect the ownership, confidentiality and value of each item of Intellectual Property that it owns or uses. (c) Seller has delivered to Buyer correct and complete copies of all written documentation evidencing ownership and prosecution (if applicable) of each item of Intellectual Property used by Seller in the operation of the Business. With respect to each such item of Intellectual Property: (i) Seller possesses adequate licenses or other valid rights all right, title, and interest in and to use, sell and licensethe item, free and clear of any Encumbrance; (ii) the item is not subject to any outstanding Order; (iii) no Action is pending or Threatened (and all adverse claims there is no Basis therefor) which challenges the Enforceability, use, or ownership of the item; and (iv) Seller has never agreed to indemnify any person for or against any interference, infringement, misappropriation, or other conflict with respect to the item. (d) In respect of the Business, Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any other person’s Intellectual Property, and Seller has never received any notice alleging any such interference, infringement, misappropriation, violation or conflict (including any claim that Seller must license or refrain from using any other person’s Intellectual Property). No third Person has any Intellectual Property that interferes or would be likely to interfere with Buyer’s use of any of its Intellectual Property. Buyer’s use of such Intellectual Property in the same manner as used by current and former employees and contractors)Seller will not interfere with, liensinfringe upon, restrictions misappropriate, or other obligation to pay royalties, honoraria or other feesotherwise come into conflict with, any and all Intellectual Property (including without limitation the Marks) used in the conduct rights of any other Person as a result of the business continued operation of Debtor the Business as currently conducted or and as currently 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 DebtorTo Seller’s Knowledge, no claims or litigation have been alleged or threatened. Debtor other Person has taken all reasonable steps to maintaininterfered with, 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 infringed upon, misappropriated, or otherwise impair or come into 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct operation of the business Business. (e) No former and current employees engaged in the Business have executed written Contracts with Seller that assign to Seller all rights to any inventions, improvements, discoveries, or information relating to the Business. No employee engaged in the Business has entered into any Contract that restricts or limits in any way the scope or type of Debtor as currently conducted work in which the employee may be engaged or proposed requires the employee to be conducted. Debtor has made available transfer, assign, or disclose information concerning his work or her work to Secured Party a list of all software (any person other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beSeller.

Intellectual Property. To (a) As of the knowledge Closing Date, the Company does not own, license or use any Intellectual Property other than the Licensed Intellectual Property. (b) The Seller or Guarantor owns or licenses and belief of Debtor, has the right to sublicense all Marks listed on Exhibit B for Debtor and all licenses held by such Debtor related to such Marks constitute all such rights Intellectual Property that are required or reasonably necessary for the conduct of is used in the business of Debtor the Company as currently conducted. All such Marks (and all applications and registrations therefor) are currently in compliance in all material respects with all 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 date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, conducted free and clear of any and all adverse claims Liens (including by current and former employees and contractorsthe “Owned Intellectual Property”), liensand each of Seller and Guarantor hereby grants to the Company a fully paid up, restrictions or other obligation nonexclusive, irrevocable and non-transferable license to pay royalties, honoraria or other fees, any and use all Intellectual Property (including without limitation the Marks) that is required to be used in the conduct business of the business Company as contemplated by the Project Contracts (the “Licensed Intellectual Property”). (c) Neither the Seller nor Guarantor nor the Company has received any written notices of Debtor as currently conducted infringement, violation or proposed misappropriation from any third party with respect to be conducted. No Marks have been within any third party Intellectual Property, or that challenge the preceding three Seller’s or Guarantor’s ownership, or the Company’s use, of the Licensed Intellectual Property. (3d) years or are now Neither the subject Seller nor Guarantor nor the Company has received any written notice of any claims inventorship challenges or litigation andany interference having been declared or threatened with respect to any Licensed Intellectual Property, to and neither the Seller nor Guarantor nor the Company has knowledge of Debtora material fact that would reasonably be expected to result in any inventorship challenge or interference with respect to such Licensed Intellectual Property. (e) Neither the Seller nor Guarantor nor the Company has infringed, violated or misappropriated, and neither the Seller nor the Company is currently infringing, violating or misappropriating, the Intellectual Property rights of any other Person. There is no claims Action pending against the Seller, Tecogen or litigation have been alleged the Company (i) alleging any infringement, violation or threatenedmisappropriation by the Seller, Tecogen or Company of any third party Intellectual Property; or (ii) challenging the Seller’s or Guarantor’s ownership, or the Company’s license, or the validity or enforceability, of any Licensed Intellectual Property, and there is no basis for any such Action. (f) No Licensed Intellectual Property is subject to any proceeding or outstanding decree, order, judgment, or stipulation or Contract restricting in any material manner, the use, enforcement, transfer, or licensing thereof by the Company or Seller or Guarantor, or which may materially affect the validity, use or enforceability of such Licensed Intellectual Property. Debtor has taken all All Licensed Intellectual Property is licensable by the Company without restriction and without payment of any kind to any Person. (g) The Seller and Guarantor take commercially reasonable steps to maintainmaintain the confidentiality of their trade secrets and confidential information. To the Seller’s and Guarantor’s knowledge, police the Seller’s and protect Guarantor’s trade secrets or confidential information have not been disclosed to any Person, except pursuant to written confidentiality obligations. Without limiting the Marks owned foregoing, the Seller and Guarantor have required each employee, contractor and service provider to execute confidentiality and invention disclosure and assignment agreements protecting such trade secrets and confidential information and obligating such employee or contract to assign to the Seller or Guarantor all rights, title and interest in and to any inventions and Intellectual Property developed by such employee or contractor in the course of his or her employment or work for the Seller or Guarantor. (h) Section 3.10(i)(i) of the Seller Disclosure Schedules sets forth a correct and complete list of all material Software owned, controlled, in-licensed or used in the operation business of Debtor’s business. The conduct of Debtor’s business the Company as currently conducted by the Company other than Standard Software (the “Proprietary Software”). Except as set forth on Section 3.10(i)(ii) of the Seller Disclosure Schedules, no Person has been granted any right to use any Proprietary Software. (i) The Company has not (i) incorporated Open Source Material into, or planned combined Open Source Material with, any Proprietary Software or Licensed Intellectual Property, or used Open Source Material to be conducted does not infringe develop or otherwise impair provide any product of the Company or conflict Licensed Intellectual Property, (ii) distributed Open Source Material in conjunction with or for use with any product of the Company, Proprietary Software or Licensed Intellectual Property, or (iii) otherwise used Open Source Material, in each case, in a manner that purportedly (1) imposes or could impose a requirement or condition that such product of the Company, Proprietary Software or Licensed Intellectual Property (or any portion thereof) (A) be disclosed or distributed in source code form, (B) be licensed for the purpose of making modifications or derivative works, or (C) be redistributable at no charge, or (2) grants or would require the grant of a license to any Person of any Proprietary Software or Licensed Intellectual Property. For purposes of this Agreement, “Open Source Material” shall mean any software or other proprietary or personal rights of any third party, and, to the knowledge of Debtor, the Intellectual Property owned that is distributed or licensed by Debtor is not being infringed by any third party. There is no litigation made available as “open source software” or order pending “free software” or outstandingwithout a fee, or to is otherwise publicly distributed or made generally available in source code or equivalent form under terms that permit modification and redistribution of such software or Intellectual Property. Open Source Material includes, without limitation, software that is licensed under the knowledge of DebtorGNU General Public License, threatenedGNU Lesser General Public License, that seeks to limit or challenge or that concerns the ownershipMozilla License, useCommon Public License, validity or enforceability of any Marks or any Intellectual Property of Debtor. The consummation of the transactions contemplated hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor has Apache License and BSD License and materials and/or content made available to Secured Party under a list of all software (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may beCreative Commons license.

Intellectual Property. To the knowledge (a) Schedule 6 lists all issued Patents and belief of Debtorpending patent applications, all Marks listed on Exhibit B for Debtor and all licenses held registrations and applications to register Trademarks and registered Copyrights owned by such Debtor related to such Marks constitute all such rights that are required or reasonably necessary for the conduct of the business of Debtor as currently conducted. All such Marks (and all applications and registrations therefor) are currently Grantor in compliance in all material respects with all 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 its own name on the date hereof. Debtor owns Except as set forth in Schedule 6 or otherwise possesses adequate licenses or other valid rights as permitted to useexist on such Grantor’s Collateral by the Credit Agreement, sell such Grantor is the exclusive owner of the entire right, title and licenseinterest in and to such applications, registrations and issuances free and clear of any and all adverse claims Liens (including by current and former employees and contractorsexcept Permitted Liens). (b) On the date hereof, 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 such Grantor described on Schedule 6 is subsisting and unexpired, has not been within the preceding three (3) years or are now the subject of any claims or litigation abandoned and, to the knowledge of Debtorsuch Grantor, no claims or litigation is valid and enforceable. Except as would not reasonably be expected to have been alleged or threatened. Debtor has taken all reasonable steps a Material Adverse Effect, to maintainthe knowledge of such Grantor, police and protect the Marks owned or used in neither the operation of Debtor’s business. The conduct of Debtorsuch Grantor’s business as currently conducted or planned to be conducted does not infringe or otherwise impair or conflict with nor the use of any Intellectual Property in connection therewith conflicts with, infringes, misappropriates, dilutes, misuses or otherwise violates the Intellectual Property rights of any other proprietary Person. (c) Except as set forth in Schedule 6, on the date hereof, (i) none of the material Patents, Trademarks, Copyrights and Trade Secrets owned by any Grantor is the subject of any licensing or personal franchise agreement pursuant to which such Grantor is the licensor or franchisor and (ii) there are no other material agreements, obligations, orders or judgments to which such Grantor is subject which adversely affect the use of any Intellectual Property owned by such Grantor in any material respect. (d) The rights of such Grantor in or to the Patents, Trademarks, Copyrights and Trade Secrets owned by such Grantor do not conflict with or infringe upon the rights of any third party, andand no claim has been asserted that the use of such Intellectual Property does or may infringe upon the rights of any third party, in either case, which conflict or infringement would reasonably be expected to have a Material Adverse Effect. There is currently no infringement or unauthorized use of any item of such Intellectual Property owned by such Grantor that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (e) No holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel or render invalid or unenforceable such Grantor’s rights in, any Patent, Trademark, Copyright or Trade Secret owned by such Grantor in any respect that would reasonably be expected to have a Material Adverse Effect. Such Grantor is not aware of any uses of any material item of Intellectual Property owned by such Grantor that could reasonably be expected to lead to such item becoming invalid or unenforceable including uses which were not supported by the goodwill of the business connected with Trademarks and Trademark Licenses, which uses, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (f) No action or proceeding is pending, or, to the knowledge of Debtorsuch Grantor, threatened, on the date hereof seeking to limit or cancel or render invalid any material Patent, Trademark, Copyright or Trade Secret owned by such Grantor or such Grantor’s ownership interest therein, which, if adversely determined, would have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Intellectual Property owned or licensed by Debtor such Grantor. (g) With respect to each Copyright License, Trademark License and Patent License, except as would not reasonably be expected to have a Material Adverse Effect: (i) such license is valid and binding and in full force and effect and represents the entire agreement between the respective licensor and licensee with respect to the subject matter of such license; (ii) such Grantor has not received any notice of termination or cancellation under such license; (iii) such Grantor has not received any notice of a breach or default under such license, which breach or default has not been cured; and (iv) such Grantor is not being infringed 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) To the extent such Grantor has reasonably determined that it is commercially practicable to do so, such Grantor has used proper statutory notice in connection with its use of each material Patent, Trademark and Copyright owned by any third party. There is no litigation or order pending or outstanding, or such Grantor. (i) Such Grantor has taken commercially reasonable steps to protect the knowledge confidentiality 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 hereby will not result in the alteration, loss or impairment of the validity, enforceability or Debtor’s right to own or use any of the Intellectual Property used in the conduct of the business of Debtor as currently conducted or proposed to be conducted. Debtor its Trade Secrets. (j) Such Grantor has made available all material filings and recordations and paid all fees necessary in its reasonable business judgment to Secured Party a list of all software (other than generally commercially availableadequately protect its interest in its United States Patents, Trademarks and Copyrights and material non-customUnited States Patents, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is Trademarks and Copyrights owned or used by Debtor, and identified which software is owned, otherwise used and/or licensed or otherwise distributed by Debtor to any third party, as the case may besuch Grantor.

Intellectual Property. 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 business of Debtor as currently conducted. All such Marks (and all applications and registrations therefora) are currently in compliance Schedule 5.17(a) lists Nuprim’s interest in all material respects with all legal requirements (including, without limitation, timely filings, proofs and payments the Company Intellectual Property. The Company Intellectual Property consists of all feesIntellectual Property used by Nuprim in or in connection with the Business. Nuprim has the right to use and license the Company Intellectual Property without payment of additional amounts or consideration other than ongoing royalties or license payments, subject to Schedule 5.17(a), and are valid and enforceable, and are not subject to any filings, fees or other actions falling due within ninety (90) days after the date hereof. Debtor owns or otherwise possesses adequate licenses or other valid rights to use, sell and license, free and clear of any and all 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 hereby Transactions will not result in the alteration, loss or material impairment of the validity, enforceability or Debtor’s right to own or use any of the Company Intellectual Property. There are no pending, and, to Nuprim’s Knowledge, no person has threatened in writing to initiate any, attachment or disposal proceedings against the Company Intellectual Property used and, where the Company Intellectual Property is not owned by Nuprim, Nuprim Shareholders, the owner thereof has not threatened in writing to terminate any rights attached to the conduct use of such Company Intellectual Property by Nuprim. To Nuprim’s Knowledge, (i) none of the business processes employed or the principal products and services dealt in by Nuprim infringe, misappropriate, or otherwise violate the Intellectual Property of Debtor as currently conducted or proposed to be conducted. Debtor has made available to Secured Party a list of all software (any other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $5,000) that is owned or used by DebtorPerson, and identified which software (ii) none of the Company Intellectual Property is ownedbeing infringed, otherwise used and/or licensed misappropriated, or otherwise distributed violated by Debtor any other Person or has been disclosed by Nuprim without proper authorization to any third partyother Person. (b) To Nuprim’s Knowledge, the Company Intellectual Property, the use thereof, or the operation of the Business by Nuprim, does not infringe, misappropriate or otherwise violate any Intellectual Property of others. (c) Nuprim has not been named in any pending suit, action or Proceeding which involves a Claim of infringement of any other Person’s Intellectual Property by Nuprim, or misappropriation of any other Person’s Intellectual Property by Nuprim, nor, to Nuprim’s Knowledge, has any such suit, action or Proceeding which is material to the Business been threatened in writing against Nuprim. (d) To Nuprim’s Knowledge, the Iclaprim Assets and the patents licensed under such agreement are not subject to the provisions of the ▇▇▇▇-▇▇▇▇ Act of 1980, as amended. (e) None of Nuprim, Nuprim Shareholders or their Affiliates have granted to any other Person any license or right to the case may becommercial use of any of the Company Intellectual Property. (f) Nuprim has the rights and title to use of the Iclaprim Assets in any indication, or any other compounds and except as set forth in Schedule 5.17(f) there are no other agreements pertaining to the Iclaprim Assets.