Common use of Intellectual Property; Information Technology Clause in Contracts

Intellectual Property; Information Technology. (a) The Transferred Patents constitute all U.S. and foreign Issued Patents and Patent Applications owned by the Company, Seller or any Affiliate of Seller, and which are exclusively used in the operation of the Business. (b) Part 2.6(b) of the Disclosure Letter accurately lists (i) all of the registered and material unregistered Trademarks and applications for registration of Trademarks owned by the Company, and (ii) all of the registered and material unregistered Trademarks and applications for registration of Trademarks owned by the Seller or any Affiliate of Seller and which are exclusively used in the operation of the Business, setting forth in each case, the name of the owners of the Trademarks and the jurisdictions in which the Trademarks have been registered and trademark applications for registration have been filed. (c) Part 2.6(c) of the Disclosure Letter accurately lists (i) all of the registered Copyrights that are owned by the Company, and (ii) all of the registered Copyrights that are owned by the Seller or any Affiliate of Seller and which are exclusively used or exclusively held for use in the operation of the Business, setting forth in each case, the name of the owners of the Copyrights and the jurisdictions in which Copyrights have been registered and applications for copyright registration have been filed. (d) The Transferred IP constitutes all Intellectual Property Rights (other than Patents) that are owned by the Company, Seller or any Affiliate of Seller and which are exclusively used or exclusively held for use in the operation of the Business. (e) Except as set forth on Part 2.6(e) of the Disclosure Letter, all Registered IP is valid, subsisting and enforceable. All required filings and fees related to the Registered IP due to be filed or paid before the date of Closing have been timely filed with and paid to the relevant Governmental Bodies and authorized registrars. (f) Part 2.6(f) of the Disclosure Letter contains a complete and accurate list of (i) all Company Contracts and all Contracts pursuant to which Seller, the Company or any of its Affiliates has licensed or is obligated to license any Seller IP to a third party, excluding any non-exclusive licenses to Seller IP granted by Seller or any of its Affiliates in the ordinary course of business incident to a sale of any products of the Business to an end-customer using Seller’s standard form of agreement (the “Out-Licenses”), or (ii) other than Open Source Software licenses, all Company Contracts and all Contracts pursuant to which a third party has licensed any Intellectual Property Rights to Seller, the Company or any of Seller’s Affiliates that is (A) incorporated into the Seller IP (other than Shrink-Wrap Code), or (B) is otherwise material to the Business or the Transferred Assets (the “In-Licenses”); excluding, for the purpose of (i) and (ii), employee agreements, agreements with consultants and independent contractors and non-disclosure agreements entered into in the ordinary course of business (the Out-Licenses, together with the In-Licenses, the “License Agreements”). The Company, Seller, or the Affiliate of Seller, as applicable, has performed all material obligations required to be performed by it to date under the License Agreements, and it is not (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder and, to the Knowledge of Seller, no other party to any License Agreement is (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder. The Company, Seller or Affiliate, as applicable, has not received any written notice of the intention of any party to terminate any License Agreement. (g) Excluding (i) any in-licensed third-party Intellectual Property Rights embedded or included in the Seller IP as set forth in Part 2.6(g) of the Disclosure Letter or pursuant to any Material Contract, and (ii) any Open Source Software embedded or included in the Seller IP, the Company, the Seller, or an Affiliate of the Seller has, free and clear of all Encumbrances, good, marketable, and, to the Knowledge of the Seller, valid title to the Seller IP. To the Knowledge of the Seller, except as set forth on Part 2.6(g)-2 of the Disclosure Letter and subject to any rights granted or restrictions contained in the License Agreements, the respective Company, Seller or Affiliate of Seller has a valid right to make, use, sell, offer for sale, license and otherwise exploit all Seller IP. (h) Except as set forth on Part 2.6(h) of the Disclosure Letter and subject to any rights granted or restrictions contained in the License Agreements: (i) The Company does not jointly own, license or claim any Seller IP with any other Person. Neither the Seller nor any Affiliate of Seller jointly owns, licenses or claims any Seller IP with any other Person that is exclusively used in the operation of the Business. (ii) In the five (5) years prior to closing, no Person has asserted or threatened a claim which would have a material adverse effect on the Company’s, Seller’s or any Affiliate’s ownership rights to, or rights under, any Seller IP, or restricts in any material respect the making, use, selling, offering for sale, transfer, delivery or licensing of any product of the Business, or which may affect the validity, use or enforceability of any Seller IP. (iii) Neither the Company, nor the Seller, nor any Affiliate of Seller is subject to any Proceeding or Order restricting in any manner the use, transfer or licensing of any Seller IP, or the use, transfer or licensing of any product of the Business, or which may affect the validity, use or enforceability of any Seller IP. (iv) To the Knowledge of the Seller, no Person is currently infringing any Seller IP. (v) To the Knowledge of the Seller, none of the Seller IP infringes or misappropriates any Intellectual Property Right or Technology of any other Person. There is no pending or threatened (in writing) Proceeding alleging that any of the Seller IP has infringed or misappropriated any Intellectual Property Right or Technology of any other Person. (i) Seller has taken commercially reasonable measures to protect and maintain the confidentiality of all Trade Secrets embodied in the Transferred Assets and the Company Assets, the Licensed Seller Intellectual Property in which it has any right, title or interest. Without limiting the generality of the foregoing, except as set forth on Part 2.6(i) of the Disclosure Letter, the Company, Seller and its Affiliates have entered into binding, written agreements with every current and former employee and independent contractor of such Company, Seller or Affiliate involved in the creation, invention or discovery of any material Owned IP or Trade Secret, to the extent either is embodied in any Transferred Asset, Licensed Seller Intellectual Property or Company Asset, whereby such employees and independent contractors either (i) assign or are obligated to assign to the respective Company or the Seller or the Affiliate of Seller any ownership interest and right they may have in the Owned IP or Trade Secret; or (ii) otherwise acknowledge the Company’s or the Seller’s or its Affiliate’s ownership of all Owned IP or Trade Secrets as work made for hire or otherwise. Seller has delivered to Purchaser true and complete copies of all such agreements. (j) Except as set forth on Part 2.6(j) of the Disclosure Letter: (i) To the Knowledge of Seller, all Patents listed on Part 2.6(a) of the Disclosure Letter and all Patents included as part of the Licensed Seller Intellectual Property: (A) have been prosecuted in good faith and are in good standing, (B) have no inventorship challenges, and (C) no interference has been declared or provoked relating to any such Patents. (ii) To the Knowledge of the Seller, there is no material fact with respect to any Patent Application in which Seller or any Affiliate of Seller has any right, title or interest and which are used or held for use in the operation of the Business that would (A) preclude the issuance of an Issued Patent from such Patent Application (with valid claims no less broad in scope than the claims as currently pending in such Patent Application), (B) render any Issued Patent issuing from such Patent Application invalid or unenforceable, or (C) cause the claims included in such Patent Application to be narrowed. (j) The Company has implemented and is in compliance with adequate back-up and disaster recovery procedures and installations. (k) To the Knowledge of Seller, the use, management, documentation, maintenance, operation, development, testing and implementation of the information technology at the Company have adequate business interruption recovery plans. The information technology of the Company, to the Knowledge of the Seller, does not involve any reasonably foreseeable risks of an event with a Material Adverse Effect that have not been sufficiently addressed.

Intellectual Property; Information Technology. (a) The Transferred Patents constitute all U.S. and foreign Issued Patents and Patent Applications owned by the Company, Seller or any Affiliate of Seller, and which are exclusively used in the operation of the Business. (b) Part 2.6(b) of the Disclosure Letter accurately lists (i) all of the registered and material unregistered Trademarks and applications for registration of Trademarks owned by the Company, and (ii) all of the registered and material unregistered Trademarks and applications for registration of Trademarks owned by the Seller or any Affiliate of Seller and which are exclusively used in the operation of the Business, setting forth in each case, the name of the owners of the Trademarks and the jurisdictions in which the Trademarks have been registered and trademark applications for registration have been filed. (c) Part 2.6(c) of the Disclosure Letter accurately lists (i) all of the registered Copyrights that are owned by the Company, and (ii) all of the registered Copyrights that are owned by the Seller or any Affiliate of Seller and which are exclusively used or exclusively held for use in the operation of the Business, setting forth in each case, the name of the owners of the Copyrights and the jurisdictions in which Copyrights have been registered and applications for copyright registration have been filed. (d) The Transferred IP constitutes all Intellectual Property Rights (other than Patents) that are owned by the Company, Seller or any Affiliate of Seller and which are exclusively used or exclusively held for use in the operation of the Business. (e) Except as set forth on Part 2.6(e) of the Disclosure Letter, all Registered IP is valid, subsisting and enforceable. All required filings and fees related to the Registered IP due to be filed or paid before the date of Closing have been timely filed with and paid to the relevant Governmental Bodies and authorized registrars. (f) Part 2.6(f) of the Disclosure Letter contains a complete and accurate list of (i) all Company Contracts and all Contracts pursuant to which Seller, the Company Seller or any of its Affiliates has licensed or is obligated to license any Seller IP to a third party, excluding any non-exclusive licenses to Seller IP granted by Seller or any of its Affiliates in the ordinary course of business incident to a sale of any products of the Business to an end-customer using Seller’s standard form of agreement (the “Out-Licenses”), or (ii) other than Open Source Software licenses, all Company Contracts and all Contracts pursuant to which a third party has licensed any Intellectual Property Rights to Seller, the Company Seller or any of Seller’s Affiliates that is (A) incorporated into the Seller IP (other than Shrink-Wrap Code), or (B) is otherwise material to the Business or the Transferred Assets (the “In-Licenses”); excluding, for the purpose of (i) and (ii), employee agreements, agreements with consultants and independent contractors and non-disclosure agreements entered into in the ordinary course of business (the Out-Licenses, together with the In-Licenses, the “License Agreements”). The Company, Seller, or the Affiliate of Seller, as applicable, has performed all material obligations required to be performed by it to date under the License Agreements, and it is not (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder and, to the Knowledge of Seller, no other party to any License Agreement is (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder. The Company, Seller or Affiliate, as applicable, has not received any written notice of the intention of any party to terminate any License Agreement. (g) Excluding (i) any in-licensed third-party Intellectual Property Rights embedded or included in the Seller IP as set forth in Part 2.6(g) of the Disclosure Letter or pursuant to any Material Contract, and (ii) any Open Source Software embedded or included in the Seller IP, the Company, the Seller, or an Affiliate of the Seller hashas good, marketable, and, to the Knowledge of the Seller, valid title to the Seller IP, and will have as of the Closing Date, free and clear of all Encumbrances, good, marketable, and, to the Knowledge of the Seller, valid title to the Seller IP. To the Knowledge of the Seller, except as set forth on Part 2.6(g)-2 of the Disclosure Letter and subject to any rights granted or restrictions contained in the License Agreements, the respective Company, Seller or Affiliate of Seller has a valid right to make, use, sell, offer for sale, license and otherwise exploit all Seller IP. (h) Except as set forth on Part 2.6(h) of the Disclosure Letter and subject to any rights granted or restrictions contained in the License Agreements: (i) The Company does not jointly own, license or claim any Seller IP with any other Person. Neither the Seller Seller, nor any an Affiliate of Seller jointly owns, licenses or claims any Seller IP with any other Person that is exclusively used in the operation of the Business. (ii) In the five (5) years prior to closing, no Person has asserted or threatened a claim which would have a material adverse effect on the Company’s, Seller’s or any Affiliate’s ownership rights to, or rights under, any Seller IP, or restricts in any material respect the making, use, selling, offering for sale, transfer, delivery or licensing of any product of the Business, or which may affect the validity, use or enforceability of any Seller IP. (iii) Neither the Company, nor the Seller, nor any Affiliate of Seller is subject to any Proceeding or Order restricting in any manner the use, transfer or licensing of any Seller IP, or the use, transfer or licensing of any product of the Business, or which may affect the validity, use or enforceability of any Seller IP. (iv) To the Knowledge of the Seller, no Person is currently infringing any Seller IP. (v) To the Knowledge of the Seller, none of the Seller IP infringes or misappropriates any Intellectual Property Right or Technology of any other Person. There is no pending or threatened (in writing) Proceeding alleging that any of the Seller IP has infringed or misappropriated any Intellectual Property Right or Technology of any other Person. (i) Seller has taken commercially reasonable measures to protect and maintain the confidentiality of all Trade Secrets embodied in the Transferred Assets and the Company Assets, the Licensed Seller Intellectual Property in which it has any right, title or interest. Without limiting the generality of the foregoing, except as set forth on Part 2.6(i) of the Disclosure Letter, the Company, Seller and its Affiliates have entered into binding, written agreements with every current and former employee and independent contractor of such Company, Seller or Affiliate involved in the creation, invention or discovery of any material Owned IP or Trade Secret, to the extent either is embodied in any Transferred Asset, Asset or Licensed Seller Intellectual Property or Company AssetProperty, whereby such employees and independent contractors either (i) assign or are obligated to assign to the respective Company or the Seller or the Affiliate of Seller any ownership interest and right they may have in the Owned IP or Trade Secret; or (ii) otherwise acknowledge the Company’s or the Seller’s or its Affiliate’s ownership of all Owned IP or Trade Secrets as work made for hire or otherwise. Seller has delivered to Purchaser true and complete copies of all such agreements. (j) Except as set forth on Part 2.6(j) of the Disclosure Letter: (i) To the Knowledge of Seller, all Patents listed on Part 2.6(a) of the Disclosure Letter and all Patents included as part of the Licensed Seller Intellectual Property: (A) have been prosecuted in good faith and are in good standing, (B) have no inventorship challenges, and (C) no interference has been declared or provoked relating to any such Patents. (ii) To the Knowledge of the Seller, there is no material fact with respect to any Patent Application in which Seller or any Affiliate of Seller has any right, title or interest and which are used or held for use in the operation of the Business that would (A) preclude the issuance of an Issued Patent from such Patent Application (with valid claims no less broad in scope than the claims as currently pending in such Patent Application), (B) render any Issued Patent issuing from such Patent Application invalid or unenforceable, or (C) cause the claims included in such Patent Application to be narrowed. (j) The Company has implemented and is in compliance with adequate back-up and disaster recovery procedures and installations. (k) To the Knowledge of Seller, the use, management, documentation, maintenance, operation, development, testing and implementation of the information technology at the Company have adequate business interruption recovery plans. The information technology of the Company, to the Knowledge of the Seller, does not involve any reasonably foreseeable risks of an event with a Material Adverse Effect that have not been sufficiently addressed.

Intellectual Property; Information Technology. (a) The Transferred Patents constitute Schedule 3.16(a) contains a list of the following as of the date hereof: (i) all U.S. registrations and foreign Issued applications for registrations of Business Copyrights, Business Patents and Patent Applications Business Trademarks (including domain names); and (ii) all Software applications (including modelling and analytical tools) that are material to the conduct of the Businesses as currently conducted and that are owned by the Company, Seller any Transferred Entity or any Affiliate of Seller, Asset Seller and which are exclusively used (in the operation case of the BusinessAsset Sellers) that are included in the Transferred Assets. (b) Part 2.6(b) Except as would not reasonably be expected to be material to the Businesses taken as a whole, an Asset Seller or Transferred Entity is the sole and exclusive owner of all right, title, and interest in and to the Disclosure Letter accurately lists Business Intellectual Property Rights, free and clear of all Liens other than Permitted Liens. Except as would not reasonably be expected to be material to the Businesses taken as a whole, and except for (i) all of assets and Intellectual Property Rights used to provide the registered services to Buyer and material unregistered Trademarks and applications for registration of Trademarks owned by its Affiliates under the CompanyTransition Services Agreement, and (ii) assets and Intellectual Property Rights that would be used to provide to Buyer and its Affiliates the services that are excluded from the Transition Services Agreement and (iii) and the rights granted pursuant to the Intellectual Property License Agreement, an Asset Seller or Transferred Entity is the sole and exclusive owner of all right, title, and interest in and to, or is licensed or otherwise possesses rights to use, all Intellectual Property Rights necessary for conduct of the registered and Businesses as currently conducted. Except as would not reasonably be expected to be material unregistered Trademarks and applications for registration of Trademarks owned by to the Seller or any Affiliate of Seller and which are exclusively used in the operation of the Business, setting forth in each caseBusinesses taken as a whole, the name of the owners of the Trademarks Registered Business Intellectual Property Rights are subsisting and the jurisdictions in which the Trademarks Registered Business Intellectual Property Rights that have been issued or registered are, to the knowledge of Sellers, valid and trademark applications for registration have been filedenforceable. (c) Part 2.6(c) There are no pending or, to the knowledge of Sellers, threatened claims against any Seller or Transferred Entity by any Person alleging infringement, misappropriation or other violation by a Seller or Transferred Entity for their conduct of the Disclosure Letter accurately lists (i) all Businesses or use of the registered Copyrights that are owned by the CompanyBusiness Intellectual Property Rights, and the Sellers and Transferred Entities have not received written notice of any such claim in the past three (ii3) all of the registered Copyrights that are owned by the years, nor has any Seller or Transferred Entity received a written invitation or request in the past three (3) years that it consider obtaining a license under any Affiliate Patent rights of Seller and which are exclusively used or exclusively held a third party for use in the operation of the BusinessBusinesses, setting forth in each case, that would reasonably be expected to be material to the name of the owners of the Copyrights and the jurisdictions in which Copyrights have been registered and applications for copyright registration have been filedBusinesses taken as a whole. (d) The Transferred IP constitutes all Except as would not reasonably be expected to be material to the Businesses, taken as a whole, the Sellers have taken reasonable steps to maintain the confidentiality of the trade secrets included in the Business Intellectual Property Rights (other than Patents) that are owned by the Company, Seller or any Affiliate of Seller and which are exclusively used or exclusively held for use in the operation of the BusinessRights. (e) Except as set forth on Part 2.6(e) would not reasonably be expected to be material to the Businesses taken as a whole, none of the Disclosure LetterSellers or Transferred Entities, all Registered IP is validthe products or services distributed, subsisting and enforceablesold or offered by the Businesses, nor the conduct of the Businesses, has, in the past three (3) years infringed, misappropriated or otherwise violated, or as of the date hereof infringes, misappropriates or otherwise violates, any Intellectual Property Right of any third party. All required filings and fees related In the past three (3) years, no Seller or Transferred Entity has made any written, or to the Registered IP due to be filed knowledge of the Sellers, non-written, claim of infringement, misappropriation or paid before the date other violation by any Person of Closing have been timely filed with and paid to the relevant Governmental Bodies and authorized registrarsany Business Intellectual Property Rights. (f) Part 2.6(f) of Except as would not reasonably be expected to be material to the Disclosure Letter contains Businesses taken as a complete and accurate list of whole, (i) all Company Contracts past and all Contracts present employees, contractors and consultants of the Sellers or Transferred Entities who have had access to trade secrets included in the Business Intellectual Property Rights or other confidential information Related to the Businesses or have participated in the development of Business Intellectual Property Rights or other confidential information Related to the Businesses for the Sellers or Transferred Entity are bound by written agreements pursuant to which Sellersuch Persons (A) assign to a Seller or Transferred Entity or its applicable Subsidiary or Joint Venture all of such Person’s right, title and interest in and to all Intellectual Property Rights developed by such Person within the Company scope of such Person’s employment or engagement with or by a Seller or Transferred Entity and (B) are obligated to safeguard and protect such trade secrets included in the Business Intellectual Property Rights and other confidential information (including with respect to the disclosure and use thereof), and, (ii) to the knowledge of Sellers, no such Person has breached any of its Affiliates has licensed obligations with respect to such Business Intellectual Property Rights or is obligated to license any Seller IP to a third partyother confidential information. To the knowledge of Sellers, excluding any non-exclusive licenses to Seller IP granted by Seller or any of its Affiliates in the ordinary course of business incident to a sale of any products of the Business to an end-customer using Seller’s standard form of agreement (the “Out-Licenses”), or (ii) other than Open Source Software licenses, all Company Contracts and all Contracts pursuant to which a no third party has licensed infringed, misappropriated or otherwise violated any Business Intellectual Property Rights to Seller, the Company or any of Seller’s Affiliates that is (A) incorporated into the Seller IP (other than Shrink-Wrap Code)Rights, or (B) is otherwise has breached any confidentiality obligations with respect to any trade secret included in the Business Intellectual Property Rights, in each case that would reasonably be expected to be material to the Business or the Transferred Assets (the “In-Licenses”); excluding, for the purpose of (i) and (ii), employee agreements, agreements with consultants and independent contractors and non-disclosure agreements entered into in the ordinary course of business (the Out-Licenses, together with the In-Licenses, the “License Agreements”). The Company, Seller, or the Affiliate of Seller, Businesses taken as applicable, has performed all material obligations required to be performed by it to date under the License Agreements, and it is not (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder and, to the Knowledge of Seller, no other party to any License Agreement is (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder. The Company, Seller or Affiliate, as applicable, has not received any written notice of the intention of any party to terminate any License Agreementa whole. (g) Excluding (i) There are no pending or, to the knowledge of Sellers, threatened claims against Sellers or Transferred Entities by any in-licensed third-party Person challenging the ownership, enforceability or validity of any Business Intellectual Property Rights embedded or included in the Seller IP as set forth in Part 2.6(g) of the Disclosure Letter or pursuant that would reasonably be expected to any Material Contract, and (ii) any Open Source Software embedded or included in the Seller IP, the Company, the Seller, or an Affiliate of the Seller has, free and clear of all Encumbrances, good, marketable, and, be material to the Knowledge of the Seller, valid title to the Seller IP. To the Knowledge of the Seller, except Businesses taken as set forth on Part 2.6(g)-2 of the Disclosure Letter and subject to any rights granted or restrictions contained in the License Agreements, the respective Company, Seller or Affiliate of Seller has a valid right to make, use, sell, offer for sale, license and otherwise exploit all Seller IPwhole. (h) Except as set forth on Part 2.6(h) of would not reasonably be expected to be material to the Disclosure Letter and subject to any rights granted or restrictions contained in the License Agreements: (i) The Company does not jointly ownBusinesses, license or claim any Seller IP with any other Person. Neither the Seller nor any Affiliate of Seller jointly owns, licenses or claims any Seller IP with any other Person that is exclusively used in the operation of the Business. (ii) In the five (5) years prior to closingtaken as a whole, no Person has asserted Seller or threatened a claim which would have a material adverse effect on Transferred Entity, with respect to the Company’sBusinesses, Seller’s uses or any Affiliate’s ownership rights todistributes, or rights underhas used or distributed, any Seller IPSoftware licensed, provided, or restricts in distributed under any material respect open source license, including any license meeting the making, use, selling, offering for sale, transfer, delivery Open Source Definition (as promulgated by the Open Source Initiative) or licensing of any product of the Business, or which may affect Free Software Definition (as promulgated by the validity, use or enforceability of any Seller IP. (iiiFree Software Foundation) Neither the Company, nor the Seller, nor any Affiliate of Seller is subject to any Proceeding or Order restricting in any manner the use, transfer or licensing that would require any source code of any Seller IPSoftware identified in Schedule 3.16(a) to be disclosed publicly or to a licensee, licensed for free, or dedicated to the use, transfer or licensing of any product of the Business, or which may affect the validity, use or enforceability of any Seller IP. (iv) To the Knowledge of the Seller, no Person is currently infringing any Seller IP. (v) To the Knowledge of the Seller, none of the Seller IP infringes or misappropriates any Intellectual Property Right or Technology of any other Person. There is no pending or threatened (in writing) Proceeding alleging that any of the Seller IP has infringed or misappropriated any Intellectual Property Right or Technology of any other Personpublic. (i) Seller Except as disclosed in Schedule 3.16(i) or as would not reasonably be expected to be material to the Businesses taken as a whole, neither Sellers nor any of their Affiliates have (i) disclosed or delivered, or have any obligation (with or without the passage of time or giving of notice) to disclose or deliver, to any third party, (ii) permitted the disclosure or delivery, or has taken commercially reasonable measures any obligation (with or without the passage of time or giving of notice) to protect and maintain permit the confidentiality disclosure or delivery, to any escrow agent or other third party of, or (iii) licensed or otherwise made available, or has any obligation (with or without the passage of all Trade Secrets embodied time or giving of notice) to license or otherwise make available, any source code of the Software identified in Schedule 3.16(a) (other than, (A) in the Transferred Assets and the Company Assetscase of each of (i) through (iii), the Licensed Seller Intellectual Property in which it has any right, title or interest. Without limiting the generality of the foregoing, except as set forth on Part 2.6(i) of the Disclosure Letter, the Company, Seller and its Affiliates have entered into binding, written agreements with every current and former employee and independent contractor of such Company, Seller or Affiliate involved in the creation, invention or discovery ordinary course of any material Owned IP or Trade Secret, business to the extent either is embodied in any Transferred Asset, Licensed Seller Intellectual Property or Company Asset, whereby such employees and independent contractors either who are subject to written confidentiality obligations, and (iB) assign or are obligated to assign to the respective Company or the Seller or the Affiliate of Seller any ownership interest and right they may have in the Owned IP or Trade Secret; or case of (ii) otherwise acknowledge the Company’s or the Seller’s or its Affiliate’s ownership of all Owned IP or Trade Secrets as work made for hire or otherwise. Seller has delivered to Purchaser true and complete copies of all such agreements. (j) Except as set forth on Part 2.6(j) of the Disclosure Letter: (i) To the Knowledge of Seller, all Patents listed on Part 2.6(a) of the Disclosure Letter and all Patents included as part of the Licensed Seller Intellectual Property: (A) have been prosecuted in good faith and are in good standing, (B) have no inventorship challenges, and (C) no interference has been declared or provoked relating to any escrow agent who did not release such Patents. (ii) To the Knowledge of the Seller, there is no material fact with respect source code to any Patent Application in which Seller or any Affiliate third party and who no longer retains a copy of Seller has any right, title or interest and which are used or held for use in the operation of the Business that would (A) preclude the issuance of an Issued Patent from such Patent Application (with valid claims no less broad in scope than the claims as currently pending in such Patent Applicationsource code), (B) render any Issued Patent issuing from such Patent Application invalid or unenforceable, or (C) cause the claims included in such Patent Application to be narrowed. (j) The Company has implemented and is in compliance with adequate back-up and disaster recovery procedures and installations. (k) To the Knowledge of Seller, the use, management, documentation, maintenance, operation, development, testing and implementation of the information technology at the Company have adequate business interruption recovery plans. The information technology of the Company, to the Knowledge of the Seller, does not involve any reasonably foreseeable risks of an event with a Material Adverse Effect that have not been sufficiently addressed.

Intellectual Property; Information Technology. (a) The Transferred Patents constitute all U.S. and foreign Issued Patents and Patent Applications owned by the Company, Seller or any Affiliate of Seller, and which are exclusively used in the operation of the Business. (b) Part 2.6(b) of the Disclosure Letter accurately lists (i) all of the registered and material unregistered Trademarks and applications for registration of Trademarks owned by the Company, and (ii) all of the registered and material unregistered Trademarks and applications for registration of Trademarks owned by the Seller or any Affiliate of Seller and which are exclusively used in the operation of the Business, setting forth in each case, the name of the owners of the Trademarks and the jurisdictions in which the Trademarks have been registered and trademark applications for registration have been filed. (c) Part 2.6(c) of the Disclosure Letter accurately lists (i) all of the registered Copyrights that are owned by the Company, and (ii) all of the registered Copyrights that are owned by the Seller or any Affiliate of Seller and which are exclusively used or exclusively held for use in the operation of the Business, setting forth in each case, the name of the owners of the Copyrights and the jurisdictions in which Copyrights have been registered and applications for copyright registration have been filed. (d) The Transferred IP constitutes all Intellectual Property Rights (other than Patents) that are owned by the Company, Seller or any Affiliate of Seller and which are exclusively used or exclusively held for use in the operation of the Business. (e) Except as set forth on Part 2.6(e) of the Disclosure Letter, all Registered IP is valid, subsisting and enforceable. All required filings and fees related to the Registered IP due to be filed or paid before the date of Closing have been timely filed with and paid to the relevant Governmental Bodies and authorized registrars. (f) Part 2.6(f) of the Disclosure Letter contains a complete and accurate list of (i) all Company Contracts and all Contracts pursuant to which Seller, the Company or any of its Affiliates has licensed or is obligated to license any Seller IP to a third party, excluding any non-exclusive licenses to Seller IP granted by Seller or any of its Affiliates in the ordinary course of business incident to a sale of any products of the Business to an end-customer using Seller’s standard form of agreement (the “Out-Licenses”), or (ii) other than Open Source Software licenses, all Company Contracts and all Contracts pursuant to which a third party has licensed any Intellectual Property Rights to Seller, the Company or any of Seller’s Affiliates that is (A) incorporated into the Seller IP (other than Shrink-Wrap Code), or (B) is otherwise material to the Business or the Transferred Assets (the “In-Licenses”); excluding, for the purpose of (i) and (ii), employee agreements, agreements with consultants and independent contractors and non-disclosure agreements entered into in the ordinary course of business (the Out-Licenses, together with the In-Licenses, the “License Agreements”). The Company, Seller, or the Affiliate of Seller, as applicable, has performed all material obligations required to be performed by it to date under the License Agreements, and it is not (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder and, to the Knowledge of Seller, no other party to any License Agreement is (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder. The Company, Seller or Affiliate, as applicable, has not received any written notice of the intention of any party to terminate any License Agreement. (g) Excluding (i) any in-licensed third-party Intellectual Property Rights embedded or included in the Seller IP as set forth in Part 2.6(g) of the Disclosure Letter or pursuant to any Material Contract, and (ii) any Open Source Software embedded or included in the Seller IP, the Company, the Seller, or an Affiliate of the Seller has, free and clear of all Encumbrances, good, marketable, and, to the Knowledge of the Seller, valid title to the Seller IP. To the Knowledge of the Seller, except as set forth on Part 2.6(g)-2 of the Disclosure Letter and subject to any rights granted or restrictions contained in the License Agreements, the respective Company, Seller or Affiliate of Seller has a valid right to make, use, sell, offer for sale, license and otherwise exploit all Seller IP. (h) Except as set forth on Part 2.6(h) of the Disclosure Letter and subject to any rights granted or restrictions contained in the License Agreements: (i) The Company does not jointly own, license or claim any Seller IP with any other Person. Neither the Seller Company, nor any the Seller, nor an Affiliate of Seller jointly owns, licenses or claims any Seller IP with any other Person that is exclusively used in the operation of the Business. (ii) In the five (5) years prior to closing, no Person has asserted or threatened a claim which would have a material adverse effect on the Company’s, Seller’s or any Affiliate’s ownership rights to, or rights under, any Seller IP, or restricts in any material respect the making, use, selling, offering for sale, transfer, delivery or licensing of any product of the Business, or which may affect the validity, use or enforceability of any Seller IP. (iii) Neither the Company, nor the Seller, nor any Affiliate of Seller is subject to any Proceeding or Order restricting in any manner the use, transfer or licensing of any Seller IP, or the use, transfer or licensing of any product of the Business, or which may affect the validity, use or enforceability of any Seller IP. (iv) To the Knowledge of the Seller, no Person is currently infringing any Seller IP. (v) To the Knowledge of the Seller, none of the Seller IP infringes or misappropriates any Intellectual Property Right or Technology of any other Person. There is no pending or threatened (in writing) Proceeding alleging that any of the Seller IP has infringed or misappropriated any Intellectual Property Right or Technology of any other Person. (i) Seller has taken commercially reasonable measures to protect and maintain the confidentiality of all Trade Secrets embodied in the Transferred Assets and the Company Assets, the Licensed Seller Intellectual Property in which it has any right, title or interest. Without limiting the generality of the foregoing, except as set forth on Part 2.6(i) of the Disclosure Letter, the Company, Seller and its Affiliates have entered into binding, written agreements with every current and former employee and independent contractor of such Company, Seller or Affiliate involved in the creation, invention or discovery of any material [material] Owned IP or Trade Secret, to the extent either is embodied in any Transferred Asset, Licensed Seller Intellectual Property or Company Asset, whereby such employees and independent contractors either (i) assign or are obligated to assign to the respective Company or the Seller or the Affiliate of Seller any ownership interest and right they may have in the Owned IP or Trade Secret; or (ii) otherwise acknowledge the Company’s or the Seller’s or its Affiliate’s ownership of all Owned IP or Trade Secrets as work made for hire or otherwise. Seller has delivered to Purchaser true and complete copies of all such agreements. (j) Except as set forth on Part 2.6(j) of the Disclosure Letter: (i) To the Knowledge of Seller, all Patents listed on Part 2.6(a) of the Disclosure Letter and all Patents included as part of the Licensed Seller Intellectual Property: (A) have been prosecuted in good faith and are in good standing, (B) have no inventorship challenges, and (C) no interference has been declared or provoked relating to any such Patents. (ii) To the Knowledge of the Seller, there is no material fact with respect to any Patent Application in which Seller or any Affiliate of Seller has any right, title or interest and which are used or held for use in the operation of the Business that would (A) preclude the issuance of an Issued Patent from such Patent Application (with valid claims no less broad in scope than the claims as currently pending in such Patent Application), (B) render any Issued Patent issuing from such Patent Application invalid or unenforceable, or (C) cause the claims included in such Patent Application to be narrowed. (j) The Company has implemented and is in compliance with adequate back-up and disaster recovery procedures and installations. (k) To the Knowledge of Seller, the use, management, documentation, maintenance, operation, development, testing and implementation of the information technology at the Company have adequate business interruption recovery plans. The information technology of the Company, to the Knowledge of the Seller, does not involve any reasonably foreseeable risks of an event with a Material Adverse Effect that have not been sufficiently addressed.