Common use of Valid and Enforceable Clause in Contracts

Valid and Enforceable. All Demonsaw Intellectual Property is valid, subsisting, and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties). Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name owned, used, or applied for by Demonsaw conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. Demonsaw has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable. (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect. (iii) No legal proceeding (including any interference, opposition, reissue, or reexamination proceeding) is pending or, to Sellers’ Knowledge, threatened, in which the scope, validity, or enforceability of any Demonsaw Intellectual Property is being, has been, or could reasonably be expected to be contested or challenged, and there has been no such legal proceeding.

Valid and Enforceable. All Demonsaw Intellectual Property Company IP is valid, subsistingsubsisting and, and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)the fullest extent provided by law, enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No no trademark or trade name owned, used, used or applied for by Demonsaw the Company conflicts or interferes with any trademark or trade name owned, used, used or applied for by any other Person. Demonsaw , and the Company has no Knowledge with respect taken reasonable steps to and is not aware police the use of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.its trademarks; (ii) All Demonsaw Intellectual Property no event or circumstance (other than including a failure to exercise adequate quality controls and an assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in-licensed Intellectual Property, or would reasonably be expected to result in, the abandonment of any trademark registered on behalf of, used as a trademark for any product or service of the Company or applied for by the Company; (iii) each item of Company IP that is Registered IP is and at all times has been in compliance with all formal legal requirements Legal Requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered item of Company IP in full force and effect have been made by the applicable deadline; (iv) except as set forth in Section 2.14(i)(iv) of the Disclosure Schedule, no application for a patent or a copyright, mask work, or trademark registration or any other type of Registered IP filed by or on behalf of the Company has been abandoned, allowed to lapse, or rejected (with all right of appeal exhausted); (v) the Company is not delinquent in paying any maintenance fees, annuities or other fees, nor is it delinquent in executing and filing any documents, required to prosecute, issue and maintain each item of Company IP that is Registered IP in force in each country where it is pending, issued or granted. Section2.14(i)(v) of the Disclosure Schedule 4.12(h)(ii) contains a complete accurately identifies and accurate list of all actionsdescribes each action, filingsfiling, and payments payment that must be taken or made through on or before December 31, 20152014 with respect to the prosecution, issuance or maintenance of all items of Company IP that is Registered IP in order to maintain such Registered items of Company IP in full force and effect.; and (iiivi) No legal proceeding (including any no interference, opposition, reissue, reexamination of any Company IP that is Registered IP, or reexamination proceeding) any other Legal Proceeding involving any Company IP is or has been pending or, to Sellers’ Knowledgethe Knowledge of the Company, threatened, in which the scope, validity, validity or enforceability of any Demonsaw Intellectual Property such Company IP is being, has been, or could would reasonably be expected to be contested or challenged. To the Knowledge of the Company, and there has been is no such legal proceedingreasonable basis for a claim that any Company IP is invalid or unenforceable.

Valid and Enforceable. All Demonsaw Intellectual Property Acquired Entity Owned IP that is valid, Registered IP is subsisting, and enforceable (although Demonsaw makes no representations with regard and, to Intellectual Property licensed from Third Parties)the Knowledge of the Company, valid. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publicationno trademark, public useservice ▇▇▇▇, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name or Domain Name owned, used, used or applied for by Demonsaw any Acquired Entity conflicts or interferes with with, or is confusingly similar to, any trademark or trade name owned, used, used or applied for by any other Person. Demonsaw has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual PropertyPart 2.10(i)(ii) that is Registered IP is in compliance with all formal legal requirements of the Disclosure Schedule completely and all filingsaccurately identifies and describes each action, paymentsfiling, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments payment that must be taken or made through December 31, 2015, on or before the date that is 120 days after the date of this Agreement in order to maintain such each item of Acquired Entity Owned IP that is Registered IP in full force and effect.; (iii) No legal proceeding (including any no interference, opposition, cancellation, reissue, reexamination, investigation or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ Knowledge, or threatened, in which the scope, validity, validity or enforceability of any Demonsaw Acquired Entity Owned IP is being or has been contested or challenged and, to the Knowledge of the Company, there is no basis for a claim that any Acquired Entity Owned IP is invalid or unenforceable; (iv) with respect to each item of Acquired Entity Owned IP that is Registered IP: (A) all necessary registration, maintenance and renewal fees, and all taxes, have been paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such Acquired Entity Owned IP; and (B) each Acquired Entity is currently in compliance with all formal Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use); (v) other than applications or registrations for Registered IP which were intentionally abandoned, cancelled or allowed to lapse in the reasonable business judgment of an Acquired Entity, no act has been done or omitted to be done by any Acquired Entity, which has or had the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Entity Owned IP or of giving any Person any rights with respect thereto; (vi) there are no materials, facts or circumstances that would materially and adversely affect any pending application for any Acquired Entity Owned IP that is Registered IP; and (vii) no Acquired Entity is subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Acquired Entity Owned IP or other Intellectual Property is being, has been, or could reasonably be expected to be contested or challenged, and there has been no such legal proceedingRights.

Valid and Enforceable. All Demonsaw Intellectual Property applications for Acquired Entity Registered IP are validly applied for and all other Acquired Entity Registered IP is valid, subsistingsubsisting and enforceable, and enforceable (although Demonsaw makes no representations to the Acquired Entity's knowledge with regard respect to Intellectual Property licensed from Third Parties)all Acquired Entity Registered IP that are registered patents and trademarks, valid. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name owned, used, or applied for by Demonsaw conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. Demonsaw has no Knowledge with respect to and is not aware of any other basis for a claim that any Part 2.10(h)(i) of the Demonsaw Intellectual Property is invalid or unenforceable. (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements Disclosure Schedule completely and all filingsaccurately identifies and describes each action, paymentsfiling, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments payment that must be taken or made through December 31, 2015, on or before the date that is 120 days after the date of this Agreement in order to maintain such an item of Acquired Entity Registered IP in full force and effect.; (iiiii) No legal proceeding (including any no interference, opposition, cancellation, reissue, reexamination or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ Knowledge, or threatened, in which the scope, validity, validity or enforceability of any Demonsaw Intellectual Property Acquired Entity Registered IP is being, has been, or could would reasonably be expected to be contested or challenged, and to the Company’s Knowledge, there has is no basis for a claim that any Acquired Entity IP is invalid or unenforceable; (iii) with respect to each item of Acquired Entity Registered IP that is Registered IP, except where such Registered IP was intentionally abandoned or allowed to lapse by an Acquired Entity as part of its reasonable business judgment: (A) all necessary registration, maintenance and renewal fees have been no paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such legal proceedingAcquired Entity Registered IP; (B) each Acquired Entity is currently in compliance with all formal Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use); and (C) such Registered IP is not subject to any unpaid maintenance fees or taxes; (iv) No Acquired Entity is subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Acquired Entity IP.

Valid and Enforceable. All Demonsaw Intellectual Property Company IP which is Registered IP (“Company Registered IP”) is valid, subsisting, subsisting and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name owned, used, or applied for by Demonsaw conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. Demonsaw has no Knowledge with respect to and is not aware of any other basis for a claim that any Section 4.14(e)(i) of the Demonsaw Intellectual Property is invalid Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or unenforceable. (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) made on or before the date that is Registered IP is one hundred twenty (120) days after the date of this Agreement in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken order to maintain such item of Company Registered IP in full force and effect have been made by (but excluding any such action, filing or payment the applicable deadline. Schedule 4.12(h)(ii) contains a complete requirement for which first comes into being after the date of this Agreement and accurate list was unknown prior to the date of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect.this Agreement); (iiiii) No legal proceeding (including any Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every interference, opposition, reissue, reexamination or reexamination proceeding) other legal proceeding that is or has been pending or, to Sellers’ the Company’s Knowledge, threatened, in which the scope, validity, validity or enforceability of any Demonsaw Intellectual Property Company Registered IP is being, or has been, or could would reasonably be expected to be contested or challenged; (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iv) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has been no such legal proceedingKnowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All Demonsaw Intellectual Property Owned Company IP that is validRegistered IP is valid and subsisting and, subsistingexcept with respect to pending applications for Owned Company IP, and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,:: 15 (i) Each U.S. patent application and U.S. patent no Trademark owned by Demonsaw was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name owned, used, or which registration has been applied for by Demonsaw an Acquired Company conflicts or interferes with any trademark or trade name Trademark owned, used, used or for which registration has been applied for by any other Person. Demonsaw Person in the applicable jurisdiction, and each Acquired Company has no Knowledge with respect taken reasonable steps to and police the use of its Trademarks in the jurisdictions where such Acquired Company has registered, or is not aware of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable. currently registering such Trademark; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect. (iii) No legal proceeding (including any no interference, opposition, cancellation, reissue, review, reexamination or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ Knowledgethe Knowledge of the Company, threatened, in which the ownership, scope, validity, validity or enforceability of any Demonsaw Intellectual Property Owned Company IP is being, has been, or could would reasonably be expected to be contested or challenged, and, to the Knowledge of the Company, there is no basis for a claim that any Owned Company IP is invalid or unenforceable; (iii) all necessary registration, maintenance and there renewal fees in respect of the Company IP owned by any Acquired Company that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company IP; and (iv) no act has been no such legal proceedingdone, or omitted to be done, by any of the Acquired Companies, as a result of which (A) any Owned Company IP has been or would reasonably be expected to be, impaired in any material respect or placed in the public domain or (B) any Person has been or would reasonably be expected to be entitled to cancel, forfeit, modify or consider abandoned, any Company IP.

Valid and Enforceable. All Demonsaw Intellectual Property Acquired Company-Owned IP that is Registered IP for which a registration has been issued or granted by the relevant Governmental Body is valid, subsistingsubsisting and enforceable, and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)all Acquired Company-Owned IP that is Registered IP for which an application has been filed, but for which a registration has not been issued or granted by the relevant Governmental Body, is valid and subsisting. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No no trademark or trade name owned, used, owned or applied for by Demonsaw an Acquired Company and currently used in connection with any Acquired Company Product conflicts or interferes with with, or is confusingly similar to, any trademark or trade name owned, used, used or applied for by any other Person. Demonsaw , and each Acquired Company has no Knowledge with respect taken reasonable steps to and is not aware police the use of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.its trademarks; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect. (iii) No legal proceeding (including any no interference, opposition, cancellation, reissue, reexamination or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ Knowledgethe Knowledge of the Company, threatened, in which the scope, validity, validity or enforceability of any Demonsaw Intellectual Property Acquired Company-Owned IP that is Registered IP is being, has been, or could would reasonably be expected to be contested or challenged, and and, to the Knowledge of the Company, there is no basis for a claim that any Acquired Company-Owned IP that is Registered IP is invalid or, with respect to any Acquired Company-Owned IP that is Registered IP for which a registration has been issued or granted by the relevant Governmental Body, unenforceable; (iii) as of the date of this Agreement, all registration, maintenance and renewal fees in respect of the Acquired Company-Owned IP that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such Acquired Company-Owned IP that is Registered IP; and (iv) no such legal proceedingact has been done or omitted to be done by the Acquired Companies, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company-Owned IP that is Registered IP or of giving any Person any rights with respect thereto.

Valid and Enforceable. All Demonsaw Intellectual Property Acquired Company IP that is Registered IP is valid, subsisting, subsisting and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use, no Trademark or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name Domain Name owned, usedpurported to be owned, used or for which registration has been applied for by Demonsaw any Acquired Company infringes upon, conflicts with, or interferes with any trademark Trademark or trade name Domain Name owned, used, used or for which registration has been applied for by any other Person. Demonsaw , and each Acquired Company has no Knowledge with respect taken reasonable steps to police the use of its Trademarks and is not aware of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.Domain Names; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all formal legal requirements Legal Requirements and all filings, payments, payments and other actions required to be made or taken to maintain such Registered item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline. ; (iii) Part 2.11(h)(iii) of the Disclosure Schedule 4.12(h)(ii) contains a complete accurately identifies and accurate list of all actionsdescribes each action, filingsfiling, and payments payment that must be taken or made through December on or before January 31, 2015, 2022 in order to maintain such Registered IP in full force and effect.effect each item of Acquired Company IP that is Registered IP; (iiiiv) No legal proceeding (including any no interference, opposition, cancellation, reissue, reexamination, review or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ Knowledgethe Knowledge of the Company, threatened, in which the ownership, scope, validity, validity or enforceability of any Demonsaw Intellectual Property Acquired Company IP that is Registered IP is being, has been, or could would reasonably be expected to be contested or challenged, and and, to the Knowledge of the Company, there are no specific facts that would form a reasonable basis for a claim that any Acquired Company IP is invalid or unenforceable; and (v) no act has been no such legal proceedingdone or omitted to be done by any Acquired Company, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company IP.

Valid and Enforceable. All Demonsaw Intellectual Property Company IP is valid, subsisting, subsisting and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name owned, used, or applied for by Demonsaw conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. Demonsaw has no Knowledge with respect to and is not aware of any other basis for a claim that any Section 3.6.5(i) of the Demonsaw Intellectual Property is invalid Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or unenforceable. (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) made on or before the date that is Registered IP is [*] after the date of this Agreement in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken order to maintain such Registered item of Company IP in full force and effect have been made by (but excluding any such action, filing or payment the applicable deadline. Schedule 4.12(h)(ii) contains a complete requirement for which first comes into being after the date of this Agreement and accurate list was unknown prior to the date of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect.this Agreement); (iiiii) No legal proceeding (including any Section 3.6.5(ii) of the Company Disclosure Schedule accurately identifies and describes every interference, opposition, reissue, reexamination or reexamination proceeding) other legal proceeding that is or has been pending or, to Sellers’ the Company's Knowledge, threatened, in which the scope, validity, validity or enforceability of any Demonsaw Intellectual Property Company IP is being, or has been, or could would reasonably be expected to be contested or challenged; (iii) all necessary registration, maintenance and renewal fees in respect of the Company IP that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Authority for the purpose of maintaining such Company IP; (iv) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (A) rendering any Patent included in the Company IP unenforceable; (B) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company IP; or (C) in the case of any claim(s) of pending Patent applications included in the Company IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications for all inventions owned by the Company and included within the Company IP and that the Company has deemed in its reasonable business judgment to be best protected through application for a Patent, in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application; (vi) all prior art material to the patentability of the claims in any issued Patent or Patent applications of the Company of which the Company has Knowledge is cited in the respective issued Patents, applications or associated file histories thereof, and there is no other material prior art with respect to such Patents of which the Company has been no such legal proceedingKnowledge; and (vii) the Company has complied with all Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All Demonsaw Intellectual Property Acquired Entity Registered IP is valid, subsisting, subsisting and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publicationno trademark, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark service ▇▇▇▇ or trade name (including domain name) owned, used, used or applied for by Demonsaw any Acquired Entity conflicts or interferes with with, or is confusingly similar to, any trademark or trade name owned, used, used or applied for by any other Person. Demonsaw , and each Acquired Entity has no Knowledge with respect taken reasonable steps to and is not aware police the use of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.its trademarks; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual PropertyPart 2.10(i)(ii) that is Registered IP is in compliance with all formal legal requirements of the Disclosure Schedule accurately identifies and all filingsdescribes, paymentsas of the Agreement Date, each action, filing, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments payment that must be taken or made through December 31, 2015, on or before the date that is 120 days after the Agreement Date in order to maintain such each item of Acquired Entity Registered IP in full force and effect.; (iii) No legal proceeding (including any no interference, opposition, cancellation, reissue, reexamination or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ Knowledge, or threatened, in which the scope, validity, validity or enforceability of any Demonsaw Intellectual Property Acquired Entity IP is being, has been, or could would reasonably be expected to be contested or challenged, and there has is no basis for a claim that any Acquired Entity Registered IP is invalid or unenforceable; (iv) with respect to each item of Acquired Entity Registered IP: (A) all necessary registration, maintenance and renewal fees have been no paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such legal proceedingAcquired Entity IP; (B) each Acquired Entity is currently in compliance with all formal Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use); and (C) such Acquired Entity Registered IP is not subject to any unpaid taxes; and (v) No Acquired Entity is subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Acquired Entity IP or other Intellectual Property Rights.

Valid and Enforceable. All Demonsaw Intellectual Property Company IP is valid, subsisting, subsisting and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name no Trademark owned, used, used or applied for by Demonsaw or on behalf of any Acquired Company conflicts or interferes with with, or is confusingly similar to, any trademark or trade name Trademark owned, used, used or applied for by any other Person. Demonsaw , and each Acquired Company has no Knowledge with respect taken commercially reasonable steps to and is not aware police the use of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.its Trademarks; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual PropertyPart 2.10(h)(ii) that is Registered IP is in compliance with all formal legal requirements of the Disclosure Schedule accurately identifies and all filingsdescribes each action, payments, filing and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments payment that must be taken or made through December 31, 2015, on or before the date that is 180 days after the date of this Agreement in order to maintain such Registered an item of Company IP in full force and effect.; (iii) No legal proceeding (including any no interference, opposition, cancellation, reissue, inter partes review, post grant review, re-examination or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ Knowledgethe Knowledge of the Company, threatened, in which the scope, validity, validity or enforceability of any Demonsaw Intellectual Property Company IP is being, has been, been or could would reasonably be expected to be contested or challenged, and, to the Knowledge of the Company, there is no valid basis for a claim that any Company IP is invalid or unenforceable; (iv) all necessary registration, maintenance and there renewal fees in respect of the Company IP owned by any Acquired Company that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such Company IP; and (v) no act has been no such legal proceedingdone or omitted to be done by any Acquired Company, which has had or would reasonably be expected to have the effect of materially and adversely impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company IP.

Valid and Enforceable. All Demonsaw Intellectual Property To the Company’s Knowledge, all Company IP is valid, subsistingsubsisting (or in the case of applications, applied for) and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application The Company has taken reasonable steps to police the use of its trademarks, service marks, trade names and U.S. patent owned by Demonsaw was filed within one year domain names. To the Company’s Knowledge, none of a printed publication, public usethe goodwill associated with or inherent in any trademark (whether registered or unregistered) in which the Company has, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority purports to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name ownedhave, used, or applied for by Demonsaw conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. Demonsaw an ownership interest has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.been impaired; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is Each item of Company Registered IP is is, and at all times since January 1, 2017, has been, in compliance with all formal legal requirements Legal Requirements, and all filings, payments, disclosures and other actions required to be made or taken to maintain such item of Company Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(iiSection 3.13(h)(ii) contains a complete of the Disclosure Schedules accurately identifies and accurate list of all actionsdescribes each action, filingsfiling, and payments payment that must be taken or made through December 31, 2015, on or before the date that is one hundred twenty (120) days after the date of this Agreement in order to maintain such Registered IP in full force and effect.effect each item of Company Registered IP, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of perfecting, maintaining or renewing any Company Registered IP; and (iii) No legal proceeding (including To the Company’s Knowledge there is no basis for a claim that any interference, opposition, reissue, or reexamination proceeding) Company Registered IP is pending invalid or, except for pending applications, unenforceable. No issuance or registration obtained and no application filed by the Company in connection with the Company Registered IP has been cancelled, abandoned, allowed to Sellers’ Knowledgelapse or not renewed, threatenedexcept where the Company has, in which its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application; and (iv) The Company does not own any Patents or Patent applications as of the scope, validity, or enforceability date of any Demonsaw Intellectual Property is being, has been, or could reasonably be expected to be contested or challenged, this Agreement and there has been are no such legal proceedingcurrent plans to file any Patents in the future.

Valid and Enforceable. All Demonsaw Intellectual Property Company IP owned or which the Company believes or has indicated to Parent is owned by the Company is valid, subsistingsubsisting and enforceable, and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)the Knowledge of the Company, all other Company IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No no trademark or trade name owned, used, used or applied for by Demonsaw the Company conflicts or interferes with any trademark or trade name owned, used, used or applied for by any other Person. Demonsaw , and the Company has no Knowledge with respect taken reasonable steps to and is not aware police the use of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.its trademarks; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual PropertyPart 2.10(g)(ii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is Registered IP is 120 days after the date of this Agreement in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken order to maintain such Registered item of Company IP in full force and effect have been made by (but excluding any such action, filing or payment the applicable deadline. Schedule 4.12(h)(ii) contains a complete requirement for which first comes into being after the date of this Agreement and accurate list was unknown prior to the date of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect.this Agreement); (iii) No legal proceeding (including any Part 2.10(g)(iii) of the Disclosure Schedule accurately identifies and describes every interference, opposition, reissue, reexamination or reexamination proceeding) other Legal Proceeding that is or has been pending or, to Sellers’ Knowledgethe Knowledge of the Company, overtly threatened, in which the scope, validity, validity or enforceability of any Demonsaw Intellectual Property Company IP is being, or has been, or could would reasonably be expected to be contested or challenged. To the Knowledge of the Company, there is no legally supportable basis for a claim that any Company IP is invalid or unenforceable, or, in the case of any claim(s) of Patent applications included in the Company IP, unpatentable; (iv) all necessary registration, maintenance and renewal fees in respect of the Company IP owned by the Company that is Registered IP have been paid and all necessary Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining the Company IP; (v) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (A) rendering any Patent included in the Company IP unenforceable; (B) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company IP; or (C) in the case of any claim(s) of pending Patent applications included in the Company IP, rendering such claim(s) unpatentable; and (vi) the Company has diligently prepared and is diligently preparing to file Patent applications for all inventions owned by the Company and included within the Company IP that relates to a Company Pharmaceutical Product and that the Company has deemed in its reasonable business judgment to be best protected through application for a Patent, in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application. All prior art material to the patentability of the claims in any issued Patent or Patent applications of the Company of which the Company has Knowledge is cited in the respective issued Patents, applications or associated file histories thereof, and there is no other material prior art with respect to such Patents of which the Company has been no such legal proceedingKnowledge. The Company has complied with all Legal Requirements regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All Demonsaw Intellectual Property To the Knowledge of the Company, all Acquired Company IP that is Registered IP is valid, subsisting, subsisting and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publicationno Trademark or Domain Name owned, public usepurported to be owned, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name owned, used, or which registration has been applied for by Demonsaw any Acquired Company conflicts or interferes with any trademark Trademark or trade name owned, used, Domain Name owned or for which registration has been applied for by any other Person. Demonsaw , and each Acquired Company has no Knowledge with respect taken reasonable steps to police the use of its Trademarks and is not aware of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.Domain Names; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, payments and other actions required to be made or taken to maintain such item of Acquired Company IP that is Registered IP in full force and effect have been made and taken by the applicable deadline. ; (iii) Part 3.11(h)(iii) of the Disclosure Schedule 4.12(h)(ii) contains a complete accurately identifies and accurate list of all actionsdescribes each action, filings, filing and payments payment that must be taken or made through December 31, 2015, on or before the date that is 120 days after the Closing Date in order to maintain such Registered IP in full force and effect.effect each item of Acquired Company IP owned or purported to be owned by any Acquired Company that is Registered IP; (iiiiv) No legal proceeding (including any no interference, opposition, cancellation, reissue, reexamination, review or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ Knowledgethe Knowledge of the Company, threatened, in which the ownership, scope, validity, validity or enforceability of any Demonsaw Intellectual Property Acquired Company IP that is beingRegistered IP is being or has been challenged; and (v) no act has been done or omitted to be done by any Acquired Company, which act or omission has beenor had the effect of impairing or dedicating to the public, or could reasonably be expected entitling any Person to be contested cancel, forfeit, modify or challenged, and there has been no such legal proceedingconsider abandoned any Acquired Company IP or give any Person any rights with respect thereto.

Valid and Enforceable. All Demonsaw Intellectual Property is validTo the Knowledge of the Company, subsistingall Company Registered IP was validly issued under the laws of the country that issued it, and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)is subsisting and enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name Knowledge of the Company, no Trademark owned, used, used or applied for by Demonsaw conflicts or interferes with the Company infringes any trademark or trade name owned, used, used or applied for by any other Person. Demonsaw has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements Part 2.10(g)(ii)of the Disclosure Schedule accurately identifies and all filingsdescribes each action, paymentsfiling, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments payment that must be taken or made through December 31, 2015, on or before the date that is 90 (ninety) days after the date of this Agreement in order to maintain such item of Company Registered IP in full force and effect.; (iii) No legal proceeding (including any interferenceto the Knowledge of the Company, there are no inventorship challenges, or opposition, reissuereexamination, nullity or reexamination proceeding) is pending orinterference proceedings or other challenges declared, to Sellers’ Knowledge, commenced or threatened, in which with respect to any Company-Owned IP. To the scopeKnowledge of the Company, the Company has complied with all of its obligations and duties to the respective patent, trademark and copyright offices, including the duty of candor and disclosure to the U.S. Patent and Trademark Office, with respect to all patent, trademark and copyright applications filed by or on behalf of the Company. The Company has no knowledge of any information that would reasonably challenge the validity of or preclude the Company from having clear title to the Company-Owned IP or affecting the validity, patentability, or enforceability of any Demonsaw Company Registered IP; (iv) if the Company previously engaged patent counsel to investigate the Company’s freedom to operate using the Company Registered IP in the United States, a copy of the conclusions of the opinion has been made available to Parent or its Representatives, and to the Knowledge of the Company, the Company’s technology does not infringe any patent or other Intellectual Property is being, has been, or could reasonably be expected to be contested or challenged, and there has been no such legal proceedingRights of any third party.

Valid and Enforceable. All Demonsaw Intellectual Property Acquired Company IP owned or exclusively licensed by Company is valid, subsisting, subsisting and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,: : (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publicationExcept as would not be, public use, individually or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available aggregate, material to the public. No trademark or trade name Acquired Companies (taken as a whole), no Acquired Company IP owned, usedpurported to be owned, used or for which registration has been applied for by Demonsaw any Acquired Company conflicts or interferes with any trademark Intellectual Property or trade name Intellectual Property Right owned, used, used or for which registration has been applied for by any other Person. Demonsaw , and each Acquired Company has no Knowledge with respect taken reasonable steps to police the use of its such Acquired Company IP and is not aware of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid to protect such Acquired Company IP against third party infringement, violation, misappropriation or unenforceable. dilution, as applicable; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect. (iii) No legal proceeding (including any interference, opposition, cancellation, reissue, reexamination, review or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ Knowledgethe Knowledge of the Company, threatened, in which the ownership, scope, validity, validity or enforceability of any Demonsaw Intellectual Property Acquired Company IP is being, has been, been or could would reasonably be expected to be contested or challenged, and to the Knowledge of the Company, there are no specific facts that would form a reasonable basis for any such claim or Legal Proceeding; and (iii) no act has been done or omitted by any Acquired Company, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company IP or give any Person any rights with respect thereto. (i) Effects of This Transaction. Except as specified under Section 3.11(i) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement or any other Company Transaction Document nor the consummation of any of the Contemplated Transactions will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, alteration to, impairment in or Lien on, any Acquired Company IP; (ii) a breach of or default under any Acquired Company IP Contract; (iii) the release, disclosure or delivery of any Acquired Company IP or Company Product by or to any escrow agent or other Person; (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Acquired Company IP or any Intellectual Property or Intellectual Property Right owned by Purchaser; or (v) by the terms of any Company Contract, a reduction of any royalties, revenue sharing or other payments any of the Acquired Companies would otherwise be entitled to with respect to any Acquired Company IP. (j) No Infringement of Third-Party IP Rights. No Acquired Company has ever infringed, misappropriated or otherwise violated or made unlawful use (directly, contributorily, by inducement or otherwise) of any Intellectual Property or Intellectual Property Right of any other Person. Except as specified under Section 3.11(j) of the Disclosure Schedule, and without limiting the generality of the foregoing: (i) Neither the operation of the business of the Acquired Companies (including the development, marketing, sale, distribution, and use of the Company Products and Acquired Company Software), nor the use of the Acquired Company IP, has ever infringed, violated, misappropriated or made unlawful use of any Intellectual Property Right of any other Person; (ii) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Company, threatened against any Acquired Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any Acquired Company with respect to such legal proceedingclaim or Legal Proceeding, and, to the Knowledge of the Company, there are no facts or circumstances likely to give rise to any of the foregoing; and (iii) no Acquired Company has ever received any notice or other communication (in writing or otherwise): (A) relating to any actual, alleged or suspected infringement, misappropriation, violation or unlawful use of any Intellectual Property or Intellectual Property Right of another Person; (B) challenging the right of any Acquired Company to use any Intellectual Property or Intellectual Property Right that is owned by any other Person; or (C) challenging the ownership rights of any Acquired Company in any Intellectual Property or Intellectual Property Rights or asserting any opposition, invalidity, termination, abandonment or unenforceability of any Acquired Company IP. (k) No Harmful Code. None of the Software owned, developed (or currently being developed), used, marketed, distributed, licensed, sold or otherwise made available at any time by any Acquired Company (collectively, “Acquired Company Software”) contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the

Valid and Enforceable. All Demonsaw Intellectual Property Acquired Company Registered IP is valid, subsisting, subsisting and enforceable (although Demonsaw makes no representations or, in the case of applications, applied for; provided that the foregoing representation is made to the Knowledge of the Company with regard respect to Intellectual Property licensed from Third Parties)Patents. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publicationeach Acquired Company has taken reasonable steps to protect the Acquired Company Owned IP against third party infringement, public useviolation, misappropriation or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name owneddilution, used, or applied for by Demonsaw conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. Demonsaw has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.as applicable; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is each item of Acquired Company Registered IP is in compliance with all formal legal requirements Legal Requirements, and all filings, payments, payments and other actions required to be made or taken to maintain such item of Acquired Company Registered IP in full force and effect (or in the case of applications, to avoid abandonment of the application) have been made and taken by the applicable deadline. ; (iii) Part 3.11(g)(iii) of the Disclosure Schedule 4.12(h)(ii) contains a complete accurately identifies and accurate list of all actionsdescribes each action, filings, filing and payments payment that must be taken or made through December 31, 2015, on or before the date that is one hundred twenty (120) days after the Closing Date in order to maintain such Registered IP in full force and effect.effect (or in the case of applications, to avoid abandonment of the application) each item of Acquired Company Registered IP; (iiiiv) No legal proceeding (including any no interference, opposition, cancellation, reissue, reexamination, review or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ Knowledgethe Knowledge of the Company, threatened, in which the ownership, scope, validity, validity or enforceability of any Demonsaw Intellectual Property Acquired Company IP is being, has been, been or could would reasonably be expected to be contested or challenged, and there are no specific facts that would form a reasonable basis for any such claim or Legal Proceeding; and (v) Except as set forth on Part 3.11(g)(v) of the Disclosure Schedule, no act has been no such legal proceedingdone or omitted to be done by any Acquired Company, which has caused or permitted, or which will with the passage of time cause or permit, any Acquired Company Owned IP to enter into the public domain, or to be abandoned, or lapsed.

Valid and Enforceable. All Demonsaw Intellectual Property Company IP is valid, subsisting, subsisting and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application and U.S. patent owned by Demonsaw was filed within one year of a printed publicationTo the Company’s Knowledge, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No no trademark or trade name owned, used, used or applied for by Demonsaw the Company conflicts or interferes with any trademark or trade name owned, used, used or applied for by any other Person. Demonsaw , and the Company has no Knowledge with respect taken reasonable steps to and is not aware police the use of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.its trademarks by third parties; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual PropertyPart 2.10(h)(ii) that is Registered IP is in compliance with all formal legal requirements of the Disclosure Schedule identifies and all filingsdescribes each action, paymentsfiling, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments payment that must be taken or made through December 31, 2015, on or before the date that is 120 days after the date of Closing Date in order to maintain such Registered item of Company IP in full force and effect.; (iii) No With respect to each item of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal proceeding requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No interference, opposition, reissue, reexamination or reexamination proceeding) other Legal Proceeding is or has been pending or, to Sellers’ the Company’s Knowledge, threatened, in which the scope, validity, validity or enforceability of any Demonsaw Intellectual Property Company IP is being, has been, or could reasonably be expected to be contested or challenged. (v) To the Company’s Knowledge, there is no basis for a claim that any Company IP is invalid or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid or unenforceable, or would materially and there has been no adversely affect any pending application for any such legal proceedingRegistered IP; and (vii) The Company is not subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company IP or other Intellectual Property Rights.

Valid and Enforceable. All Demonsaw Intellectual Property Company IP is valid, subsisting, subsisting and enforceable (although Demonsaw makes no representations with regard to Intellectual Property licensed from Third Parties)enforceable. Without limiting the generality of the foregoing, if applicable,: (i) Each U.S. patent application Section 3.9(h)(i) of the Disclosure Schedule lists all TradeMarks and U.S. patent owned by Demonsaw was filed within one year of a printed publicationthe goods and services in association with which each Trade-▇▇▇▇ is used in each applicable country, public usewhether in progress, pending or offer for sale of each invention described threatened, anywhere in the U.S. patent application world, nor is the Company aware of any fact, matter or U.S. patentcircumstance which might result in any such Legal Proceeding or other proceeding. Each foreign patent application and foreign patent owned by Demonsaw was filed or claims priority to a patent application filed prior to each invention described in To the foreign patent application or foreign patent being made available to best of the public. No trademark Company's Knowledge, no trademark, service ▇▇▇▇ or trade name owned, used, used or applied for by Demonsaw the Company conflicts or interferes with any trademark or trade name owned, used, used or applied for by any other Person. Demonsaw has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Demonsaw Intellectual Property is invalid or unenforceable.; (ii) All Demonsaw Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, disclosures and other actions required to be made or taken to maintain such any item of Registered IP in full force and effect as of the Closing Date have been made by the applicable deadline. Schedule 4.12(h)(ii) contains a complete and accurate list of all actions, filings, and payments the correct fees have been properly and timely paid according to the entity size of the Company; (iii) Section 3.9(h)(iii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made through December 31, 2015, on or before the date that is 120 days after the date of this Agreement in order to maintain such Registered item of Company IP in full force and effect.effect or, with respect to applications, to continue progress towards issuance to the full extent possible under applicable law during such period; and (iiiiv) No legal proceeding (including any no interference, opposition, reissue, reexamination or reexamination other Legal Proceeding is or has been pending (including any opposition, non-use, cancellation, expungement, impeachment, revocation, rectification, invalidation, compulsory license, notice of compliance proceeding or any proceeding analogous to any of the foregoing, or any domain name dispute resolution proceeding, anywhere in the world) nor is pending the Company aware of any fact, matter or circumstance which might result in any such Legal Proceeding or other proceeding or, to Sellers’ Knowledgethe Knowledge of the Company, threatened, in which the scope, validity, validity or enforceability of any Demonsaw Intellectual Property Company IP is being, has been, or could reasonably be expected to be contested or challenged, and and, to the Knowledge of the Company, there has been is no such legal proceedingbasis for a claim that any Company IP is invalid or unenforceable, other than as disclosed on Section 3.9(h)(iv) of the Disclosure Schedule.