Common use of IP Rights Clause in Contracts

IP Rights. (a) Part 2.8(a) of the Disclosure Schedule sets forth a complete list, along with the jurisdiction and applicable registration or serial number, of all patents, registered marks or trade dress, registered copyrights, registered mask works, registered designs, and registered domain names, along with all pending applications to issue or register the same, owned by the Company or any Subsidiary (the “Registered IP”). The Company or one of its Subsidiaries is the sole and exclusive owner of all Registered IP and all Company IP, free of all liens and security interests (other than Permitted Encumbrances). Neither the Company nor any of its Subsidiaries has granted any exclusive license to any such Registered IP or Company IP to any other Person (other than licenses which have expired, have been terminated or are no longer in effect for any other reason). The Registered IP that is issued is valid, subsisting and enforceable and (to the Knowledge of the Company), the Registered IP that is registered but not yet issued is valid, subsisting and enforceable, and, to the Knowledge of the Company as of the date of this Agreement, no action is threatened in writing or pending challenging the validity or enforceability of any Registered IP that is issued or registered. To the Knowledge of the Company, no third party has infringed or misappropriated, or is infringing or misappropriating, any material IP Right of the Company or any Subsidiary. (b) The Company and each of its Subsidiaries has the right and operational ability to exploit all IP Rights necessary to enable the Company and its Subsidiaries to conduct their business substantially in the manner in which their business is currently being conducted. Neither the Company nor any Subsidiary has infringed, improperly disclosed or misappropriated the IP Rights of any third party. Neither the Company nor any Subsidiary has been the subject of any suit, arbitration or administrative proceeding since January 1, 2007 alleging, or received any other written notices from any third party since January 1, 2007: (i) alleging that the Company or any Subsidiary has infringed, improperly disclosed, misappropriated, converted or otherwise damaged the IP Rights of any third party; or (ii) inviting or demanding that the Company or a Subsidiary take a license in order to avoid the future infringement of IP Rights of a third party. (c) Neither the Company nor any Subsidiary has entered into, except in the ordinary course of business under standard forms of the Company’s or its Subsidiaries’ Contracts made available to Parent, any written agreement to indemnify, defend or hold harmless any third party for or against any infringement, misappropriation, or other conflict with the IP Rights of any third party. There are no suits or actions pending or, to the Knowledge of the Company, threatened against the Company or any Subsidiary in which it is alleged that the Company or any Subsidiary has infringed, misappropriated or improperly disclosed the IP Rights of any third party. (d) The Company and its Subsidiaries have taken and are taking the following steps, to the extent that such steps are commercially reasonable and necessary to establish, perfect, and defend their ownership of Registered IP and Company IP or their right to use licensed third party IP Rights: (i) using appropriate patent, trademark and copyright designations on products and in marketing materials; (ii) complying with all legal requirements and all filings, payments, and other actions required to be made or taken to maintain each item of Registered IP in full force and effect; (iii) requiring all employees and contractors who have invented inventions covered by patents owned by the Company or Subsidiary, or were involved in the

IP Rights. (a) Part 2.8(a(i) Section 3.6(a)(i) of the Company Disclosure Schedule sets forth a complete list, along with the jurisdiction and applicable registration or serial number, list of all patents, registered marks or marks, registered trade dress, registered copyrights, registered mask works, registered designs, and registered domain names, along with all pending applications to issue or register for any of the sameforegoing, owned by the Company or any Subsidiary as of the date hereof (the “Registered IP”). The ; (ii) the Company or one of its Subsidiaries is the sole and exclusive owner of all Registered IP and all Company IP, free of all liens and security interests (other than Permitted Encumbrances). Neither ; and (iii) neither the Company nor any of its Subsidiaries has granted any exclusive license licenses to any such Registered IP or to any other Company IP to any other Person (Person, other than (A) nonexclusive licenses granted in the ordinary course in conjunction with the distribution or provision of components, products or services of Company and its Subsidiaries, or (B) licenses which have expired, have been terminated or are no longer in effect for any other reason). The Registered IP that is issued is valid, subsisting and enforceable and (to the Knowledge of the Company), the Registered IP that is or registered but not yet issued is valid, subsisting and enforceable, and, to the Knowledge of the Company as of the date of this AgreementCompany, no action is threatened in writing or pending challenging the validity or enforceability of any Registered IP or other Company IP that is issued or registered. To the Knowledge of the Company, no third party has infringed or misappropriated, or is infringing or misappropriating, any material IP Right of the Company or any Subsidiary. (b) The Company and/or its wholly owned Subsidiaries have entered into valid and enforceable agreements under which the Company or its wholly owned Subsidiaries have acquired all of the membership interests in AD Technologies LLC. (c) Except as would not reasonably be expected to cause a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries has the right and operational ability to exploit all IP Rights necessary to enable the Company and its Subsidiaries to conduct their its business substantially in the manner in which their its business is currently being conducted. Neither ; (ii) neither the Company nor any Subsidiary has infringed, improperly disclosed or misappropriated the IP Rights of any third party. Neither ; and (iii) neither the Company nor any Subsidiary has been the subject of any suit, arbitration or administrative proceeding since January 1, 2007 allegingLegal Proceeding, or received any other written notices from any third party since January 1, 2007party: (i1) alleging that the Company or any Subsidiary has infringed, improperly disclosed, misappropriated, converted or otherwise damaged the IP Rights of any third party; or (ii2) inviting or demanding that the Company or a Subsidiary take a license in order to avoid the future infringement of IP Rights of a third party. (cd) Neither the Company nor any Subsidiary has entered into, except in the ordinary course of business under standard forms of the Company’s or its Subsidiaries’ Contracts made available to Parentbusiness, any written agreement to indemnify, defend or hold harmless any third party for or against any infringement, misappropriation, misappropriation or other conflict with the IP Rights rights of any third party. There Except as set forth on Section 3.6(d) of the Company Disclosure Schedule, there are no suits or actions Legal Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any Subsidiary in which it is alleged that the Company or any Subsidiary has infringed, misappropriated or improperly disclosed the IP Rights of any third party. (de) The Company and its Subsidiaries have taken and are taking the following steps, to the extent that such steps are commercially reasonable and necessary to establish, perfect, and defend their ownership of Registered IP and Company IP or their right to use licensed third party IP Rights: (i) using appropriate patent, trademark and copyright designations on products and in marketing materials; (ii) complying with all legal requirements and all filings, payments, and other actions required to be made or taken to maintain each item of Registered IP in full force and effect; (iii) requiring all employees and contractors who have invented inventions covered by patents owned by the Company or Subsidiary to assign all rights and interests in such inventions to the Company or the relevant Subsidiary; and (iii) taking reasonable steps to protect trade secret information, including requiring a non-disclosure agreement before trade secret information is disclosed to a third party. The Company and its Subsidiaries, have complied, in all material respects, with applicable Legal Requirements relating to the fair and proper use of personally identifiable information of customers, employees and contractors of the Company and its Subsidiaries. To the Knowledge of the Company, no confidential or trade secret information of the Company, or personally identifiable information in the possession, custody or control of the Company or any Subsidiary has been lost, stolen or improperly disclosed. All persons identified as inventors in the patents solely owned by the Company or any Subsidiary have assigned all of their rights in the relevant inventions to the Company, relevant Subsidiary or predecessor in interest thereof. (f) Except for third party Software commercially available in the market for licensing on standard or original equipment manufacturer terms, all Software sold or licensed by Company or its Subsidiaries to the customers of the Company and its Subsidiaries independently or bundled with other components, products or services of the Company and its Subsidiaries, is free to be licensed or sold on the terms such Software is licensed or sold. (g) The Company, directly or through its Subsidiaries, is in actual possession of or has necessary control over the source code and object code of all material Software owned by the Company or any Subsidiary. Neither the Company nor any Subsidiary has disclosed to any third party any source code of such Software owned by the Company or any Subsidiary except pursuant to development agreements, manufacturing agreements or written source code escrow agreements containing license and confidentiality terms that reasonably protect the Company’s rights in such Software; and neither the Company nor any of its Subsidiaries is obligated to support or maintain any of such Software except pursuant to agreements that will terminate by their terms or are terminable by the Company (other than for cause) on a periodic basis and that provide for one or more payments to the Company or Subsidiary for the period of such services. (h) No Governmental Entity, nor any university, college or academic institution has financially sponsored research and development conducted by the Company or its Subsidiaries, or, to the Knowledge of the Company, has rights in Software or IP Rights purported to be owned by the Company or any Subsidiary; and neither the Company nor any Subsidiary has participated in any standards-setting activities or joined any standards-setting or similar organizations that, to the Knowledge of the Company, would affect the proprietary nature of any Software or IP Rights purported to be owned by the Company or any Subsidiary or restrict the ability of the Company or any of its Subsidiaries to enforce, license or exclude others from using any Software or IP Rights purported to be owned by the Company or any Subsidiary. (i) None of the Software owned, used or distributed by the Company or any Subsidiary and incorporated by the Company or any Subsidiary into its products or services contain any open source code or other code or technology which would (1) require the public disclosure, third party distribution, or general licensing of material Software or other IP Rights owned by the Company or any Subsidiary, (2) materially limit the ability of the Company or were involved in thea Subsidiary to license or charge fees or royalties for such Software or IP Rights, or (3) require the Company or a Subsidiary to permit the reverse engineering, decompilation, disassembly or creation of derivative works based upon of material Software owned by the Company or a Subsidiary.

IP Rights. (a) Part 2.8(aEach Acquired Entity owns, or has valid rights to use, free and clear of any Lien (except for any Permitted Lien) all Business IP Rights necessary for the conduct of the Business in the Ordinary Course of Business. All Business IP Rights are valid, subsisting, enforceable and in full force and effect. None of the Business IP Rights are subject to any Contract obligation that restricts any Acquired Entity’s rights to exploit, enforce or defend any Business IP Rights in any material respect. Except as would not be material to the Acquired Entities taken as a whole, each of the Acquired Entities has taken all commercially reasonable steps to obtain, maintain, and protect the Business IP Rights, including, where appropriate, registering Business IP Rights. Following the Closing, Buyers will be permitted to cause to be exercised all of the rights of the Acquired Entities under the Business IP Rights to the same extent the Acquired Entities would have been able had the transactions contemplated by this Agreement not occurred. (b) Section 3.7(b) of the Disclosure Schedule sets forth a complete listlists all (i) issued patents and patent applications (published or unpublished), along with the jurisdiction (ii) trademark registrations and applicable registration or serial numberapplications, of all patents, registered marks or trade dress, registered copyrights, registered mask works, registered designs, and registered (iii) domain names, along with all pending applications to issue or register and (iv) copyright registrations and applications, in each case which are included in the same, owned by the Company or any Subsidiary Business IP Rights (the “Registered IPBusiness IP Rights”). The Company All Registered Business IP Rights are currently applied for, registered, or one of its Subsidiaries is held in the sole and exclusive owner of all Registered IP and all Company IP, free of all liens and security interests (other than Permitted Encumbrances). Neither the Company nor any of its Subsidiaries has granted any exclusive license to any such Registered IP or Company IP to any other Person (other than licenses which have expired, have been terminated or are no longer in effect for any other reason). The Registered IP that is issued is valid, subsisting and enforceable and (to the Knowledge name of the Company), the Registered IP that is registered but not yet issued is valid, subsisting and enforceable, and, to the Knowledge of the Company as of the date of this Agreement, no action is threatened in writing or pending challenging the validity or enforceability of any Registered IP that is issued or registeredapplicable Acquired Entity. To the Knowledge of the Company, no third party has infringed or misappropriated, or is infringing or misappropriating, any material IP Right of the Company or any Subsidiary. (b) The Company and each of its Subsidiaries has the right and operational ability to exploit all IP Rights necessary to enable the Company and its Subsidiaries to conduct their business substantially in the manner in which their business is currently being conducted. Neither the Company nor any Subsidiary has infringed, improperly disclosed or misappropriated the IP Rights of any third party. Neither the Company nor any Subsidiary has been the subject of any suit, arbitration or administrative proceeding since January 1, 2007 alleging, or received any other written notices from any third party since January 1, 2007: (i) alleging that the Company or any Subsidiary has infringed, improperly disclosed, misappropriated, converted or otherwise damaged the IP Rights of any third party; or (ii) inviting or demanding that the Company or a Subsidiary take a license in order to avoid the future infringement of IP Rights of a third party. (c) Neither the Company nor any Subsidiary has entered into, except in the ordinary course of business under standard forms of the Company’s or its Subsidiaries’ Contracts made available to Parent, any written agreement to indemnify, defend or hold harmless any third party for or against any infringement, misappropriation, or other conflict with the IP Rights of any third party. There are no suits or actions pending or, to the Knowledge of the Company, threatened against the Company or any Subsidiary in which it is alleged that the Company or any Subsidiary has infringed, misappropriated or improperly disclosed the IP Rights of any third party. (d) The Company and its Subsidiaries have taken and are taking the following steps, to the extent that such steps are commercially reasonable and necessary to establish, perfect, and defend their ownership of Registered IP and Company IP or their right to use licensed third party IP Rights: (i) using appropriate patent, trademark and copyright designations on products and in marketing materials; (ii) complying with all legal requirements and all All filings, payments, payments and other actions required to be made or taken to obtain, perfect or maintain each item of Registered IP in full force and effect; effect each item of Business Registered IP Rights have been made or taken by the applicable deadline and otherwise in accordance with all applicable Laws. (iiic) requiring all employees The conduct of the Business, as currently conducted and contractors who have invented inventions covered by patents as has been conducted within the past five (5) years, does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, any IP Rights owned by any other Person and to the Company Company’s Knowledge, no Person is or Subsidiaryhas been within the past five (5) years, infringing, misappropriating or otherwise violating any Business IP Rights. No Claim is pending or, to the Company’s Knowledge, has been threatened in writing within the past five (5) years, (A) against any Acquired Entity that is based upon any Claim that such Acquired Entity is or was infringing, misappropriating or otherwise violating any IP Rights owned by any other Person or challenging the scope, validity, enforceability or ownership of, or the right to use, any Business IP Rights or (B) by any Acquired Entity against any other Person that is or was based upon any Claim that another Person is infringing, misappropriating or otherwise violating any Business IP Rights, or challenging the scope, validity, enforceability or ownership of, or the right to use, any IP Rights of any other Person. (d) Except as would not be material to the Acquired Entities, each current and former employee and contractor of Parent or any of its Subsidiaries who has created Business IP Rights for an Acquired Entity has executed a written agreement assigning to an Acquired Entity any and all of such person’s right, title and interest in any Business IP Rights that were involved created, developed, reduced to practice, contributed to, modified or improved by such Person in theconnection with services to an Acquired Entity, to the extent such rights do not automatically vest in such Acquired Entity under applicable Law. No current or former equity holder, partner, director, officer or employee of Parent or any of its Subsidiaries owns, licenses to an Acquired Entity or retains any rights, title or interest in or to any Business IP Rights. (e) Each Acquired Entity takes and has taken reasonable steps designed to protect and maintain the status of the confidentiality of material confidential IP Rights (including all Trade Secrets) owned by or disclosed in confidence to such Acquired Entity. To the Company’s Knowledge, there has not been any unauthorized disclosure of or unauthorized access to any material confidential IP Rights (including any Trade Secret) of any of the Acquired Entities.

IP Rights. (a) Part 2.8(aSection 3.7(a) of the Seller Disclosure Schedule sets forth a true and complete list, along with list as of the jurisdiction and applicable registration or serial number, date hereof of all patents(i) patents and patent applications (published or unpublished), registered marks or trade dress(ii) trademark registrations and applications, registered copyrights, registered mask works, registered designs, and registered (iii) domain names, along with all pending applications and (iv) copyright registrations and applications, in each case, that are, or will be after giving effect to issue or register the sameReorganization, owned or purported to be owned by an Acquired Company in any jurisdiction in the world. An Acquired Company is, or any Subsidiary (will be after giving effect to the “Registered IP”). The Company or one of its Subsidiaries is Reorganization, the sole and exclusive beneficial and, to the extent applicable, record owner of all Registered of the Owned IP Rights set forth on or required to be set forth on Section 3.7(a) or Section 3.7(e)(i) of the Seller Disclosure Schedule (for clarity, excluding (i) any Software that is owned, as between an Acquired Company and all a third party, exclusively by a third party and incorporated or embedded in any such Company IPSoftware, (ii) PlantPredict and (iii) PlantDesign, which are not Owned IP Rights), free and clear of all liens and security interests Liens (other than Permitted Encumbrances). Neither the Company nor any of its Subsidiaries has granted any exclusive license to any such Registered IP or Company IP to any other Person (other than licenses which have expired, have been terminated or are no longer in effect for any other reason). The Registered IP that is issued is valid, subsisting and enforceable and (to the Knowledge of the Company), the Registered IP that is registered but not yet issued is valid, subsisting and enforceable, Liens) and, to the Knowledge of the Company as of the date of this Agreementhereof, no action is threatened in writing all Owned IP Rights set forth on or pending challenging the validity or enforceability of any Registered IP that is issued or registered. To the Knowledge required to be set forth on Section 3.7(a) of the CompanySeller Disclosure Schedule are in effect and subsisting, no third party has infringed or misappropriatedand to Seller’s Knowledge, or is infringing or misappropriatingvalid in each case, any except as would not be material IP Right of to the Company or any SubsidiaryFS Development Platform and the Acquired Companies, taken as a whole. (b) The Company Except as would not be material to the FS Development Platform and each the Acquired Companies, taken as a whole, (i) neither the conduct of its Subsidiaries the business of the Acquired Companies as currently conducted nor the conduct of the FS Development Platform as currently conducted infringes, misappropriates or otherwise violates, and has not in the right and operational ability to exploit all last three (3) years infringed, misappropriated or otherwise violated, any IP Rights necessary owned by any other Person; (ii) to enable the Company and its Subsidiaries to conduct their business substantially Seller’s Knowledge, no Person is infringing, misappropriating or otherwise violating, or in the manner in which their business is currently being conducted. Neither the Company nor any Subsidiary last three (3) years has infringed, improperly disclosed misappropriated or misappropriated otherwise violated, any Owned IP Rights; (iii) there is no Claim initiated by any other Person pending or, to Seller’s Knowledge, threatened in writing concerning the foregoing matters (including any invitation to license or demand to refrain from using any IP Rights of any third party. Neither Person); and (iv) no Owned IP Rights are subject to any outstanding challenge with any Governmental Authority or any outstanding written challenge from any other Person regarding the Company nor any Subsidiary has been the subject of any suit, arbitration validity or administrative proceeding since January 1, 2007 allegingenforceability thereof, or received any other written notices from Order restricting the use thereof, or that will restrict the use thereof after giving effect to the Reorganization, by the Acquired Companies, or restricting the licensing thereof, or that will restrict the licensing thereof after giving effect to the Reorganization, by the Acquired Companies to any third party since January 1, 2007: (i) alleging that the Company or any Subsidiary has infringed, improperly disclosed, misappropriated, converted or otherwise damaged the IP Rights of any third party; or (ii) inviting or demanding that the Company or a Subsidiary take a license in order to avoid the future infringement of IP Rights of a third partyPerson. (c) Neither Seller and its Affiliates have taken reasonable measures to protect and maintain the confidentiality of all trade secrets and confidential information used or held for use in, and material to, the FS Development Platform, including any such personally identifiable information and the source code for all Company nor Software. To Seller’s Knowledge, no trade secret or confidential information included in the Owned IP Rights has been disclosed to or accessed by any Subsidiary has entered intothird party, except in the ordinary course pursuant to written and valid non-disclosure obligations (or other valid non-disclosure obligations or fiduciary duties of business under standard forms of the Company’s or its Subsidiaries’ Contracts made available to Parentattorneys, any written agreement to indemnify, defend or hold harmless any third party for or against any infringement, misappropriationaccountants, or other conflict with the IP Rights of any third party. There are no suits or actions pending oradvisors) that, to Seller’s Knowledge, have not been breached, in each case, except as would not be material to the Knowledge of FS Development Platform and the CompanyAcquired Companies, threatened against the Company or any Subsidiary in which it is alleged that the Company or any Subsidiary has infringed, misappropriated or improperly disclosed the IP Rights of any third partytaken as a whole. (d) The Company and Each Person who has participated in the conception, creation, or development of any IP Rights on behalf of Seller or its Subsidiaries have taken and Affiliates with respect to any Owned IP Rights or IP Rights owned or purported to be owned by Seller or its Affiliates, in each case, which are taking the following steps, material to the extent that FS Development Platform has executed a valid and enforceable written agreement transferring (or has otherwise transferred, by operation of law or otherwise) the entire right, title and interest of such steps are commercially reasonable Person therein to Seller or the applicable Affiliate. To Seller’s Knowledge, no such Person is in material breach under any such agreement. (e) Section 3.7(e) of the Seller Disclosure Schedule sets forth, as of the date hereof, a true and necessary to establish, perfect, and defend their ownership complete list of Registered IP and Company IP or their right to use licensed third party IP Rights: (i) using appropriate patent, trademark Company Software material to the FS Development Platform and copyright designations on products and in marketing materials; (ii) complying material Software that is owned by any third party and is incorporated or embedded in such Company Software (excluding PlantPredict). Seller and its Affiliates have in their possession all source code and documentation related to the Company Software owned or purported to be owned by Seller or its Affiliates that is material to the FS Development Platform to enable a Software developer of reasonable skill and experience (together with the services, knowledge-transfer and assistance to be provided by Seller and its Affiliates pursuant to the Transition Services Agreement or otherwise prior to or on Closing) to modify, debug, enhance, compile and support such Company Software as reasonably required for the FS Development Platform as currently conducted. None of the Company Software (excluding PlantPredict) that is material to the FS Development Platform is subject to any condition or other requirement that such Company Software be licensed pursuant to an Open Source Software license or that the source code for any such Company Software be delivered, disclosed, licensed or otherwise made available to any other Person. No escrow agents or other Persons other than the Acquired Companies possess any current or contingent rights of any kind to receive or obtain a license to any source code included in the Company Software (excluding PlantPredict). (f) Seller and its Affiliates have taken the reasonable security, disaster recovery and backup measures necessary to protect the security and integrity of the Company IT Assets and the sensitive data stored or contained therein or transmitted thereby, except as would not be material to the FS Development Platform and the Acquired Companies, taken as a whole. The Owned Company IT Assets are, to Seller’s Knowledge, free from material bugs, viruses, malicious code or similar contaminants. The PlantDesign Software is, to Seller’s Knowledge, free from material viruses, malicious code or similar contaminants. In the past three (3) years, there has not been a material disruption to the operations of the FS Development Platform due to the inadequacy of, or unsatisfactory operation or performance of, the Company IT Assets, other than any such inadequacy or unsatisfactory operation or performance that has been resolved in all material respects. In the past three (3) years, (i) the Company IT Assets have not suffered a material malfunction or failure that has caused a material disruption to the operations of the FS Development Platform, or (ii) to Seller’s Knowledge, suffered a security breach or other unauthorized access that is (or that otherwise exposed any unresolved security vulnerability that would reasonably be expected to be) material to the FS Development Platform. (g) Except as would not be material to the FS Development Platform and the Acquired Companies, taken as a whole, Seller and its Affiliates have, with respect to the FS Development Platform, maintained and complied with its internal and external privacy and data security policies and with all legal requirements applicable Laws related to privacy and all filingsdata security. (h) No university, paymentsmilitary, educational institution, research center, Governmental Authority or other similar organization (each, an “R&D Sponsor”) has funded or sponsored research and development (whether directly or through performance of such research and development by a student or employee of any R&D Sponsor) in connection with the FS Development Platform conducted by Seller or its Affiliates (including any Acquired Company) or, to Seller’s Knowledge, by any other actions required Person (with respect to any Owned IP Rights acquired by Seller or its Affiliates from such Person), which has resulted in any valid claim of right to, ownership of or other Lien (other than any Permitted Lien) on any Owned IP Rights, in each case, except as would not be made materially adverse to the FS Development Platform. Seller and its Affiliates have not participated in any standards-setting activities or taken joined or been a member of any standards setting, IP Rights sharing or Open Source Software projects or organizations that would adversely affect the proprietary nature of any Owned IP Rights material to maintain each item of Registered IP in full force and effect; (iii) requiring all employees and contractors who have invented inventions covered by patents owned by the Company or SubsidiaryFS Development Platform, or were involved in therestrict the ability of the Acquired Companies to enforce, license or exclude others from using any Owned IP Rights material to the FS Development Platform.

IP Rights. (a) Part 2.8(aEach Acquired Entity owns, or has valid rights to use, free and clear of any Lien thereon (except for any Permitted Lien), and immediately following the consummation of the transactions contemplated hereby, will own or have valid rights to use, free and clear of any Lien thereon (except for any Permitted Lien), all IP Rights used or held for use in, or necessary for, the conduct of its businesses in the manner in which they are currently being conducted. (b) Section 2.8(b) of the Seller Disclosure Schedule sets forth a complete listlists all of (i) issued patents and patent applications (published or unpublished), along with the jurisdiction (ii) trademark registrations and applicable registration or serial numberapplications and material unregistered trademarks, of all patents, registered marks or trade dress, registered copyrights, registered mask works, registered designs, and registered (iii) domain names, along with all pending (iv) copyright registrations and applications and (v) material software, in each case which is owned or purported to issue or register the same, be owned by an Acquired Entity in any jurisdiction in the Company or any Subsidiary (world. Except as disclosed in Section 2.8(b) of the “Registered IP”). The Company or one of its Subsidiaries Seller Disclosure Schedule, an Acquired Entity is the sole and exclusive beneficial and, for applications and registrations (including patents), record owner of all Registered IP and all Company IP, free of all liens and security interests (other than Permitted Encumbrances). Neither the Company nor any of its Subsidiaries has granted any exclusive license to any such Registered IP or Company IP to any other Person (other than licenses which have expired, have been terminated or are no longer in effect for any other reason). The Registered IP that is issued is valid, subsisting and enforceable and (to the Knowledge of the Company), IP Rights listed in Section 2.8(b) of the Registered IP that is registered but not yet issued is valid, subsisting and enforceable, Seller Disclosure Schedule and, to the Knowledge of the Company as of the date of this AgreementSeller Parties’ Knowledge, no action is threatened in writing or pending challenging the validity or enforceability of any Registered IP that is issued or registered. To the Knowledge of the Company, no third party has infringed or misappropriated, or is infringing or misappropriating, any material IP Right of the Company or any Subsidiary. (b) The Company and each of its Subsidiaries has the right and operational ability to exploit all such IP Rights necessary to enable the Company are valid, enforceable and its Subsidiaries to conduct their business substantially in the manner in which their business is currently being conducted. Neither the Company nor any Subsidiary has infringed, improperly disclosed or misappropriated the IP Rights of any third party. Neither the Company nor any Subsidiary has been the subject of any suit, arbitration or administrative proceeding since January 1, 2007 alleging, or received any other written notices from any third party since January 1, 2007: (i) alleging that the Company or any Subsidiary has infringed, improperly disclosed, misappropriated, converted or otherwise damaged the IP Rights of any third party; or (ii) inviting or demanding that the Company or a Subsidiary take a license in order to avoid the future infringement of IP Rights of a third partysubsisting. (c) Neither The Acquired Entities are not subject to any Orders or settlement agreements that limit the Company nor any Subsidiary has entered into, except in the ordinary course of business under standard forms of the Company’s or its SubsidiariesAcquired Entities’ Contracts made available to Parent, any written agreement to indemnify, defend or hold harmless any third party for or against any infringement, misappropriation, or other conflict with the IP Rights ownership of any third party. There are no suits or actions pending or, to the Knowledge of the Company, threatened against the Company or any Subsidiary in which it is alleged that the Company or any Subsidiary has infringed, misappropriated or improperly disclosed the material IP Rights of any third partyRights. (d) The Company Except as would not and its Subsidiaries have taken would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, there is no, and are taking the following stepssince January 1, 2016 there has not been any, Claim pending (or, to the extent Seller Parties’ Knowledge, threatened) (i) alleging or asserting that such steps are commercially reasonable and necessary to establishany Acquired Entity is or was infringing any IP Rights owned by any other Person or challenging the scope, perfectvalidity, and defend their enforceability or ownership of Registered IP and Company IP of, or their the right to use, any IP Rights owned by any Acquired Entity or (ii) by any Acquired Entity against any other Person that is or was based on any Claim that another Person is infringing any IP Rights owned by such Acquired Entity. Except as would not and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, (1) since January 1, 2016, the conduct of the businesses of each Acquired Entity has not infringed, misappropriated or otherwise violated any IP Rights owned by any other Person and (2) to the Seller Parties’ Knowledge, no Person is infringing, misappropriating or otherwise violating any IP Rights owned, used or held for use licensed third party IP Rightsby any Acquired Entity in the conduct of their businesses. (e) Except as would not and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect: (i) using appropriate patent, trademark and copyright designations on products and in marketing materials; each Acquired Entity has taken reasonable steps to protect the confidentiality of its Trade Secrets; (ii) complying with all legal requirements except as described in Section 2.8(e)(ii) of the Seller Disclosure Schedule, to the Seller Parties’ Knowledge, there has not been any disclosure of or access to any material Trade Secret of any of the Acquired Entities (including any such information of any other Person disclosed in confidence to any of the Acquired Entities) to any Person in a manner that has resulted or is likely to result in the loss of Trade Secret or other rights in and all filings, payments, and other actions required to be made or taken to maintain each item of Registered IP in full force and effect; such information; (iii) requiring since January 1, 2016, each Acquired Entity has complied with all employees applicable Laws, as well as its own rules, policies and contractors who have invented inventions covered by patents owned by procedures, relating to privacy, data protection, and the Company or Subsidiarycollection, retention, protection and use of Personal Information collected, used, or were involved held for use by any Acquired Entity; (iv) since January 1, 2016, no Claim has been asserted or threatened against any Acquired Entity alleging a violation of any Person’s privacy or Personal Information or data rights by such Acquired Entity; (v) each Acquired Entity takes commercially reasonable measures to protect Personal Information that is collected by such Acquired Entity against unauthorized access, use, modification, disclosure or other misuse, including through administrative, technical and physical safeguards; and (vi) each Acquired Entity also takes commercially reasonable measures to protect the confidentiality, integrity and availability of all such Personal Information in theelectronic format and protect against reasonably anticipated threats or hazards to the security of such Personal Information and the unauthorized use or disclosure of such Personal Information. (f) Except as described in Section 2.8(f) of the Seller Disclosure Schedule or as otherwise would not (and would not reasonably be expected to) result in, individually or in the aggregate, a Material Adverse Effect, since January 1, 2016, (i) there have been no security breaches in any Acquired Entity’s information technology systems or, to the Seller Parties’ Knowledge, the information technology systems of third Persons to the extent used by or on behalf of any Acquired Entity, and (ii) there have been no disruptions in any Acquired Entity’s information technology systems. Each Acquired Entity has implemented commercially reasonable plans and systems that reasonably address its assessment of risk.