Common use of Technology and Intellectual Property Clause in Contracts

Technology and Intellectual Property. Each of the Sellers and their Subsidiaries and the Sponsored Investment Companies has (and upon consummation of the transactions contemplated hereby will have) ownership of, or such other rights by license, lease or other agreement in and to, all intellectual property necessary to conduct the business of the Private Partnership and its Subsidiaries and the Sponsored Investment Companies substantially in the manner presently conducted, and the consummation of the Transactions as contemplated hereby does not and will not conflict with, alter or impair any such ownership or rights. None of the Sellers or their respective Affiliates has granted any option or license of any kind to any third party relating to any technology or intellectual property owned, used, filed by or licensed to the Sellers or their Subsidiaries (and used in conducting the business of such entity) or the marketing or distribution thereof. All such material technology has been maintained in confidence in accordance with protection procedures customarily used in the industry to protect rights of like importance. None of the Sellers, their Subsidiaries or the Sponsored Investment Companies has, to the Seller's knowledge, infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, nor, to the Sellers' knowledge, has any other Person infringed on a continuing basis any rights that the Sellers or any of their Subsidiaries has in the intellectual property. Each of the Sellers, their Subsidiaries and the Sponsored Investment Companies owns or licenses all computer software developed or currently used by it which is material to the conduct of its business as currently conducted and has the right to use such software without infringing upon the intellectual property rights (including trade secrets rights) of any third party. None of the Sellers, any of their Subsidiaries or any of the Sponsored Investment Companies has received notice of any claim respecting any such violation or infringement.

Technology and Intellectual Property. Each All Intellectual Property that is registered with any Governmental Authority by the Company, any of its Subsidiaries or any of the Sellers Non-Registered Funds or subject to an application for registration with any Governmental Authority submitted by or on behalf of the Company, any of its Subsidiaries or any of the Non-Registered Funds is listed in Section 2.17 of the Company Disclosure Schedule (the "Registered IP"), which also sets forth a list of all jurisdictions in which such Registered IP is registered or registrations have been applied for and their all related registration and application numbers. All Registered IP owned by the Company, any of its Subsidiaries or any of the Non-Registered Funds has been duly registered in, filed in or issued by the appropriate Governmental Authority. Other than as expressly indicated otherwise in the Parent Interim Services Agreement, each of the Company, its Subsidiaries and the Sponsored Investment Companies Non-Registered Funds has (and upon consummation of the transactions contemplated hereby will have) ownership of, or such other rights by license, lease or other agreement in and to, all intellectual property Intellectual Property necessary to conduct the business of the Private Partnership and Company, its Subsidiaries and the Sponsored Investment Companies Non-Registered Funds substantially in the manner presently conducted, and the consummation of the Transactions as transactions contemplated hereby does not and will not materially conflict with, materially alter or materially impair any such ownership or rights. None of the Sellers Company nor any of its Subsidiaries has granted any option or their respective license of any kind to any third party relating to any Registered IP or Symphony Signals (as defined in the Asset Purchase Agreement) used by the Company or its Subsidiaries or the marketing or distribution thereof and none of the Company nor any of its Affiliates has granted any option or license of any kind to any third party relating to any technology Registered IP or intellectual property owned, used, filed Symphony Signals owned or used solely by the Company or licensed to the Sellers or their its Subsidiaries (and used in conducting the business of such entity) or the marketing or distribution thereof. All such material technology Technology of the Company, its Subsidiaries and the Non-Registered Funds has been maintained in confidence in accordance with protection procedures customarily used in the industry to protect rights of like importance. None of the SellersSymphony Parties has received any written notice that any of the Technology owned by the Company is invalid or unenforceable. To the Knowledge of the Symphony Parties, their none of the Company, its Subsidiaries or the Sponsored Investment Companies has, to the Seller's knowledge, Non-Registered Funds has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, nor, to the Sellers' knowledgeKnowledge of the Symphony Parties, has any other Person infringed on a continuing basis any rights that the Sellers Company or any of their its Subsidiaries has in the intellectual propertyRegistered IP, other than as would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Following the execution of the SellersParent Agreements, their each of the Company, each of its Subsidiaries and each of the Sponsored Investment Companies owns Non-Registered Funds will own or licenses license all computer software developed or currently used by it which is material to the conduct of its business as currently conducted ("Computer Software") and has will have the right to use such software in accordance with the terms of any applicable license without infringing upon the intellectual property rights (including trade secrets rights) of any third party, in each case other than any Terminated Services (as defined in the Parent Interim Services Agreement) or other than as would not, individually or in the aggregate, have a Company Material Adverse Effect. None of the SellersCompany, any of their its Subsidiaries or any of the Sponsored Investment Companies Non-Registered Funds has received written notice of any claim respecting any such violation or infringementinfringement of the Computer Software by the Company, its Subsidiaries or the Non-Registered Funds.

Technology and Intellectual Property. Each All Intellectual Property that is registered with any Governmental Authority by the Company, or subject to an application for registration with any Governmental Authority submitted by or on behalf of the Sellers Company, is listed in Section 2.17 of the Company Disclosure Schedule (the "Registered IP"), which also sets forth a list of all jurisdictions in which such Registered IP is registered or registrations have been applied for and their Subsidiaries all registration and application numbers. All Registered IP owned by the Sponsored Investment Companies Company has been duly registered in, filed in or issued by the appropriate Governmental Authority where such registration, filing or issuance is necessary for the conduct of the business of the Company substantially in the manner presently conducted. The Company has (and upon consummation of the transactions contemplated hereby will have) ownership of, or such other rights by license, lease or other agreement in and to, all intellectual property Intellectual Property necessary to conduct the business of the Private Partnership and its Subsidiaries and the Sponsored Investment Companies Company substantially in the manner presently conducted, and the consummation of the Transactions as transactions contemplated hereby does not and will not materially conflict with, alter materially alter, or materially impair any such ownership or rights. None Neither the Company nor Parent or any of the Sellers or their respective Affiliates its other Subsidiaries has granted any option or license of any kind to any third party relating to any technology Technology or intellectual property Intellectual Property owned, used, filed by or licensed to to, the Sellers or their Subsidiaries (and used in conducting the business of such entity) Company or the marketing or distribution thereof. All such material technology The Company has been maintained in confidence in accordance with protection procedures customarily used in the industry to protect rights of like importance. None of the Sellers, their Subsidiaries or the Sponsored Investment Companies has, to the Seller's knowledge, not infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, nor, to the Sellers' knowledgeKnowledge of the Old Mutual Parties, has any other Person infringed on a continuing basis any rights that the Sellers or any of their Subsidiaries Company has in the intellectual propertyIntellectual Property owned by the Company, other than as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. Each of the Sellers, their Subsidiaries and the Sponsored Investment Companies The Company owns or licenses all computer software developed or currently used by it which is material to the conduct of its business as currently conducted ("Computer Software") and has the right to use such software without infringing upon the intellectual property Intellectual Property rights (including trade secrets rights) of any third party, other than as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. None of the Sellers, any of their Subsidiaries or any of the Sponsored Investment Companies The Company has not received notice of any claim respecting any such violation or infringementinfringement of the Computer Software by the Company.

Technology and Intellectual Property. Each All Intellectual ------------------------------------ Property that is registered with any Governmental Authority by the Company, any of its Subsidiaries or any of the Sellers Non-Registered Funds or subject to an application for registration with any Governmental Authority submitted by or on behalf of the Company, any of its Subsidiaries or any of the Non-Registered Funds is listed in Section 2.17 of the Company Disclosure Schedule (the "Registered IP"), which also sets forth a list of all jurisdictions in which such Registered IP is registered or registrations have been applied for and their all related registration and application numbers. All Registered IP owned by the Company, any of its Subsidiaries or any of the Non-Registered Funds has been duly registered in, filed in or issued by the appropriate Governmental Authority. Other than as expressly indicated otherwise in the Parent Interim Services Agreement, each of the Company, its Subsidiaries and the Sponsored Investment Companies Non-Registered Funds has (and upon consummation of the transactions contemplated hereby will have) ownership of, or such other rights by license, lease or other agreement in and to, all intellectual property Intellectual Property necessary to conduct the business of the Private Partnership and Company, its Subsidiaries and the Sponsored Investment Companies Non-Registered Funds substantially in the manner presently conducted, and the consummation of the Transactions as transactions contemplated hereby does not and will not materially conflict with, materially alter or materially impair any such ownership or rights. None of the Sellers Company nor any of its Subsidiaries has granted any option or their respective license of any kind to any third party relating to any Registered IP or Symphony Signals (as defined in the Asset Purchase Agreement) used by the Company or its Subsidiaries or the marketing or distribution thereof and none of the Company nor any of its Affiliates has granted any option or license of any kind to any third party relating to any technology Registered IP or intellectual property owned, used, filed Symphony Signals owned or used solely by the Company or licensed to the Sellers or their its Subsidiaries (and used in conducting the business of such entity) or the marketing or distribution thereof. All such material technology Technology of the Company, its Subsidiaries and the Non-Registered Funds has been maintained in confidence in accordance with protection procedures customarily used in the industry to protect rights of like importance. None of the SellersSymphony Parties has received any written notice that any of the Technology owned by the Company is invalid or unenforceable. To the Knowledge of the Symphony Parties, their none of the Company, its Subsidiaries or the Sponsored Investment Companies has, to the Seller's knowledge, Non-Registered Funds has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, nor, to the Sellers' knowledgeKnowledge of the Symphony Parties, has any other Person infringed on a continuing basis any rights that the Sellers Company or any of their its Subsidiaries has in the intellectual propertyRegistered IP, other than as would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Following the execution of the SellersParent Agreements, their each of the Company, each of its Subsidiaries and each of the Sponsored Investment Companies owns Non-Registered Funds will own or licenses license all computer software developed or currently used by it which is material to the conduct of its business as currently conducted ("Computer Software") and has will have the right to use such software in accordance with the terms of any applicable license without infringing upon the intellectual property rights (including trade secrets rights) of any third party, in each case other than any Terminated Services (as defined in the Parent Interim Services Agreement) or other than as would not, individually or in the aggregate, have a Company Material Adverse Effect. None of the SellersCompany, any of their its Subsidiaries or any of the Sponsored Investment Companies Non-Registered Funds has received written notice of any claim respecting any such violation or infringementinfringement of the Computer Software by the Company, its Subsidiaries or the Non-Registered Funds.