Common use of Intellectual Property Rights Clause in Contracts

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as (a) Seller owns, licenses or has other valid rights, title and interest, free and clear of all Liens, other than Permitted Liens, to matters that use the CMB Intellectual Property and the Technology and Know-How, without infringing upon or otherwise acting adversely to the right of any third party, except where the failure to so own, license or have such rights would not reasonably be expected to have, individually or in the aggregate would not have aggregate, a Material Adverse Effect: (a) To the Knowledge . Schedule 5.15 sets forth all of the Seller, the Company owns, or is licensed or otherwise has the right to use all CMB Intellectual Property Rights material to the conduct consisting of any domestic or foreign Patents, Trademarks, Copyrights, Maskworks or licenses. All of the Coflex Business as currently conducted, and all CMB Intellectual Property Rights material and Technology and Know-How are valid and enforceable rights of Seller and, subject to the manufacture Section 5.15(e) below, will not cease to be valid and sale in full force and effect by reason of the Coflex execution and Cofix products outside delivery of this Agreement or the consummation of the United States as currently conducted by the Parent, Seller or any of its AffiliatesTransactions. (b) Except as set forth on Schedule 4.08 5.15, at the Closing, Seller will not be obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property on account of Seller's prior use or licensing of the Disclosure CMB Intellectual Property; provided, that Holdco, by virtue of the assignment and assumption of CMB Intellectual Property and Technology and Know-How contemplated hereby will be obligated in the ordinary course to pay renewal license fees for Software licenses and related support/maintenance agreements that Holdco elects to renew. Upon consummation of the Transactions, except as set forth on Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor5.15, and domain names disregarding any facts or circumstances that are particular to Holdco and applications thereforare not known by Seller or any change in applicable law after the Closing Date, if any, owned Holdco will be entitled to operate the Cable Modem Business and use the Acquired Assets as the same are now and have been operated and used respectively by or licensed Seller prior to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure ScheduleClosing Date without such operation or use infringing upon, and misappropriating, violating or otherwise acting adversely to the Knowledge of the Seller, all Scheduled Intellectual Property is subsistingor other rights of any Person (including rights to privacy or publicity), valid and enforceableviolating any export control law or regulation, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingor constituting unfair competition or trade practices under any applicable laws. (c) To the Knowledge of the Seller's knowledge, neither the Company, nor its Predecessors nor no Person has any of their products or services relating to the Coflex Business has infringed upon or otherwise violatedright to, or is infringing upon or otherwise violatingmisappropriating, any rights with respect to the CMB Intellectual Property Rights or the Technology and Know-How or engaging in other conduct that may diminish or undermine the CMB Intellectual Property, such as the disclosure of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim's confidential information. (d) To Seller has taken reasonable steps to protect Seller's rights in the Knowledge Technology and Know-How and confidential information provided by any other Person to Seller subject to a duty of confidentiality. Without limiting the foregoing, (i) Seller has, and enforces, a policy requiring each of its executive officers and research and development personnel to execute non-competition, confidentiality and non-solicitation agreements, and all such individuals have executed such an agreement, and (ii) as between Seller and any of Seller's employees and other Persons who, either alone or in concert with others, developed, invented, discovered, derived, programmed or designed any of the Technology and Know-How, or who has knowledge of or access to information about any of the Technology and Know-How, such Technology and Know-How and other information may not be divulged or used without the written consent of Seller, no Person or any product or service . (e) Subject to Seller receiving the consent of any Person is infringing upon or otherwise violating any third parties required to assign the CMB Intellectual Property and the Technology and Know-How to Holdco as contemplated by this Agreement and subject to the terms and conditions of any such consent, except as otherwise expressly agreed by Seller and Holdco at the Closing, Holdco will, by virtue of the assignment and assumption of the CMB Intellectual Property and Technology and Know-How contemplated by this Agreement, succeed to the rights of Seller under (but subject to all of the Company or terms, conditions and limitations contained in) all agreements relating to the CMB Intellectual Property and Technology and Know-How upon the Closing; provided that Holdco's ability to enforce the provisions of any of such agreements, or to realize the benefits thereunder, may be affected by facts or circumstances relating to the business or affairs of Holdco or its PredecessorsAffiliates, including, without limitation, legal or regulatory requirements or restrictions applicable to Holdco or its Affiliates, and Seller makes no representation or warranty regarding such matters or the effects such matters may have on the ability of Holdco to realize the benefits of the CMB Intellectual Property and Technology and Know-How.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To The Company and the Knowledge Subsidiaries own, or are licensed or otherwise possess legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights, trade secrets and any applications therefor, maskworks, formulae, net lists, designs, schematics, technology, know-how, computer software programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material that are used or proposed by the Company or any Subsidiary to be used in the business of the SellerCompany or any Subsidiary as currently conducted (excluding any of the foregoing validly licensed or purchased from third parties as set forth on SCHEDULE 2.14(b)(ii)) (the "Company Intellectual Property Rights"). SCHEDULE 2.14(a) sets forth a list of all trademarks, service marks, trade names, registered copyrights (and any applications for the registration thereof), patents, and patent applications owned or licensed (and specifically identified in the license agreement) and used or held for use by the Company or any Subsidiary that relate to or are part of the Company's or any Subsidiary's products, or of products proposed by the Company or any Subsidiary, or are used in the business of the Company or any Subsidiary, specifying as to each, as applicable: (i) the nature of such rights; (ii) the owner of such rights; and (iii) with respect to all trademarks, service marks, trade names and registered copyrights (and any applications for the registration thereof) owned by the Company or any Subsidiary, the jurisdictions by or in which such right has been issued or registered or in which an application for such issuance or registration has been filed, including the respective registration or application numbers. SCHEDULE 2.14(a) further includes titles of any invention disclosures submitted by employees, independent contractors or others having an obligation to assign the same to the Company or any Subsidiary. Where required, the Company owns, or is licensed or otherwise has and the right to use all Subsidiaries have received executed assignments for Company Intellectual Property Rights material to and have recorded such assignments with the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller appropriate domestic or any of its Affiliatesforeign filing offices. (b) Schedule 4.08 of the Disclosure Schedule SCHEDULE 2.14(b)(i) sets forth a true and complete list of all issued licenses, sublicenses and other agreements to which the Company or any Subsidiary is a party and pursuant to which any other person is authorized to use any Company Intellectual Property Right or any trade secret of the Company or any Subsidiary, including the identity of all parties thereof; and SCHEDULE 2.14(b)(ii) sets forth a complete list of all licenses, sublicenses and other agreements to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary is authorized to use (i) any third party patents, registered trademarks, registered trade namessecrets, registered service marksmaskworks, registered or copyrights and (including software) (the "Company Third Party Intellectual Property Rights") which are incorporated in, are, or are used to form a part of, any Company product, or (ii) any trade secret of a third party in each case applications thereforor as to any product of the Company or any Subsidiary including the identity of all parties thereto. To the knowledge of the Company, and domain names and applications therefor, if any, owned by the Company Third Party Intellectual Property Rights have been assigned to or licensed to by the Company as licensor of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingsuch right. (c) To the Knowledge of the SellerOther than as set forth on SCHEDULE 2.14(c), neither the Company nor any Subsidiary is, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, in breach or violation of any license, sublicense or agreement described on SCHEDULE 2.14(b)(i) OR (ii). Except as set forth on SCHEDULE 2.14(c), no claims with respect to the Company Intellectual Property Rights, any trade secret, or the Company Third Party Intellectual Property Rights (to the extent arising out of any use, reproduction or distribution of such Company Third Party Intellectual Rights by or through the Company), have been asserted or to the knowledge of the Company, nor its Predecessors are threatened by any person. Except as set forth on SCHEDULE 2.14(c), neither the Company nor any Subsidiary knows of any valid grounds for any bona fide claims: (i) against the Company to the effect that the manufacture, sale, licensing or use of any product as now used, sold, offered for sale or licensed or proposed for use, sale, offer for sale or license by the Company or any Subsidiary infringes on any copyright, patent, trademark, service mark ▇▇ trade secret of any other person; (ii) against the use of any trademarks, tradenames, trade secrets, copyrights, patents, technology, know-how or computer software programs and applications used in the Company's or any Subsidiary's business as currently conducted or as proposed to be conducted by the Company; (iii) challenging the ownership, validity, enforceability or effectiveness of any of the Company Intellectual Property Rights or other trade secret of the Company or any Subsidiary; or (iv) challenging the Company's or any Subsidiary's license or legally enforceable right to use, or the validity, enforceability or effectiveness of, the Company Third Party Intellectual Property Rights. (d) All registered trademarks, service marks, patents and copyrights held by the Company are valid and subsisting and have been properly maintained and renewed in accordance with all applicable laws and regulations in the United States and foreign countries where applicable. To the knowledge of the Company, there has been no unauthorized use, disclosure, infringement or misappropriation of any of the Company Intellectual Property Rights or any trade secret material of the Company or any Subsidiary, or any Company Third Party Intellectual Property Right to the extent licensed by or through the Company or any Subsidiary, by any third party, including any employee or former employee of the Company or any Subsidiary. Except as set forth on a SCHEDULE 2.14(d), neither the Company nor any Subsidiary (i) has been sued or charged in writing as a defendant in any claim, suit, action or proceeding which involves a claim of infringement of any patents, trademarks, service marks, copyrights or violation of any trade secret or any proprietary right of any third party; (ii) has been threatened or charged in writing, orally or otherwise with infringement or violation of any patents, trademarks, service marks, copyrights or trade secrets or other proprietary right of any third party; and (iii) has knowledge of valid grounds for any such threat, or claim or claim for indemnification as a result thereof. (e) No Company Intellectual Property Right or trade secret of the Company is subject to any outstanding order, judgment, decree, legal or governmental proceeding (other than pending applications for patent, trademark registration or copyright registration) or stipulation restricting in any manner the licensing thereof by the Company. To the knowledge of the Company, no Company Third Party Intellectual Property Right is subject to any outstanding order, judgment, decree, legal or governmental proceeding (other than pending applications for patent, trademark registration or copyright registration) or stipulation restricting in any manner the licensing thereof by the Company or any Subsidiary. Except for contracts licensing the Company's products executed in the ordinary course of business and in accordance with the Company's past practices in the form attached to SCHEDULE 2.14(e), neither the Company nor any Subsidiary has entered into any agreement to indemnify any other person against any charge of infringement of any Company Third Party Intellectual Property Right. (f) The Company and the Subsidiaries have taken reasonable measures to protect and preserve (i) the validity and enforceability of trademarks included in the Company Intellectual Property Rights, (ii) the validity and enforceability of copyrights included in the Company Intellectual Property Rights, and (iii) the confidentiality and validity and enforceability of its trade secrets and other confidential information it wishes to remain as confidential. The Company and the Subsidiaries have taken reasonable measures to protect and preserve the novelty and potential patentability of any inventions disclosed in invention disclosures submitted by employees, independent contractors or others having an obligation to assign the same to the Company or any Subsidiary. Except as set forth on SCHEDULE 2.14(f), all employees, contractors, agents and consultants of the Company and the Subsidiaries have executed a nondisclosure and assignment of inventions agreement in the form attached as SCHEDULE 2.14(f) to protect the confidentiality and to vest in the Company and the Subsidiaries exclusive ownership of such intellectual property rights. All patents or patent applications have been duly assigned to the Company and the Subsidiaries and such assignments have been recorded in the appropriate government offices. To the knowledge of the Company and the Subsidiaries, no trade secret or confidential information of the Company or any Subsidiary has been used, divulged, appropriated or misappropriated for the benefit of any person other than the Company and the Subsidiaries or otherwise to the detriment of the Company and the Subsidiaries. To the knowledge of the Company and the Subsidiaries, no employee, contractor, agent or consultant of the Company or any Subsidiary has used any trade secrets or other confidential information of any other person in the course of their products work for the Company and the Subsidiaries. Except as set forth on SCHEDULE 2.14(f), neither the Company nor any Subsidiary has written or services oral agreements with employees, contractors, agents or consultants with respect to the ownership of inventions, trade secrets or other works created by them as a result of which any such employee, contractor, agent or consultant may have nonexclusive rights to the portions of the Company's Intellectual Property Rights so created by such individual. (g) To the knowledge of the Company, no manager, officer, employee, contractor, agent or consultant of the Company or any Subsidiary is, or is now expected to be, in violation of any term of any employment contract, patent disclosure agreement, proprietary information agreement, noncompetition agreement, nonsolicitation agreement, confidentiality agreement, or any other similar contract or agreement or any restrictive covenant relating to the Coflex Business right of any such person to be employed or engaged by the Company or any Subsidiary because of the nature of the business conducted or to be conducted by the Company or any Subsidiary or relating to the use of trade secrets or proprietary information of others, and to the Company's knowledge and belief, the continued employment or retention of such managers, officers, employees, contractors, agents or consultants does not subject the Company or any Subsidiary to any liability with respect to any of the foregoing matters. No manager, director, officer or employee of the Company or any Subsidiary owns, directly or indirectly, in whole or in part, any Company Intellectual Property Right which the Company has infringed upon used, is presently using, or otherwise violatedthe use of which is reasonably necessary to its business as now conducted or presently contemplated to be conducted. (h) Neither the Company nor any Subsidiary has deposited, or is infringing upon obligated to deposit, any source code regarding its products into any source code escrows or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, similar arrangements and neither the Company nor any of its Predecessors has been notified in writing of Subsidiary is under any possible infringement contractual or other violation by any of them obligation to disclose the source code or any of their products other material proprietary information included in or services related relating to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimits products. (di) To the Knowledge All copyrightable works of authorship, were developed and authored as original works of authorship either by full-time employees of the SellerCompany within the normal scope of their duties as works for hire, no Person or by third persons as works for hire under an express written agreement so stating or under a written agreement expressly transferring and assigning all rights to the Company. (j) Neither the Company nor any Subsidiary is, by the manufacture, sale, licensing or use or offering for sale or license of any product or service component now used or under development, infringing upon any valid statutory intellectual property right (i.e., any United States or foreign patent, trademark or registered copyright) of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessorsother person, except as set forth on SCHEDULE 2.14(j).

Intellectual Property Rights. Except as described in the Registration Statement and the Prospectus, (i) the Company and its subsidiaries own, possess or license or can obtain on commercially reasonable terms adequate rights to matters all trademarks, service marks, trade names, domain names, social media accounts and identifiers, and other source identifiers, and all goodwill associated with any of the foregoing, inventions, patents, copyrights and copyrightable works, licenses, approvals, technology, know-how, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and all other intellectual property and similar proprietary rights in any jurisdiction throughout the world (including all registrations and applications for registration of any of the foregoing, as applicable) (collectively, “Intellectual Property Rights”) used or held for use in the conduct of their respective businesses as currently conducted; (ii) to the Company’s knowledge, neither the Company nor any of its subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any third party; (iii) to the Company’s knowledge, neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement and the Prospectus will conflict with, infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party (it being understood that the representations and warranties in clauses (ii) and (iii) are made without giving effect to any exemption under applicable law to which the Company or any of its subsidiaries may be entitled (e.g., 35 U.S.C. Section 271(e)(1))); (iv) other than as described in the Registration Statement and the Prospectus, there are no rights of third parties (including any liens or encumbrances), except for customary retained and reversionary rights of third-party licensors and the rights of customers and strategic partners to use Company Intellectual Property Rights in the ordinary course, consistent with past practice, to any of the Intellectual Property Rights owned or purported to be owned by, or exclusively licensed to, the Company or any of its subsidiaries; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party (x) challenging the Company’s or any subsidiary of the Company’s rights in or to, or alleging a violation of any of the terms of, any of their owned or licensed Intellectual Property Rights, (y) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any third party, or (z) challenging the validity, scope or enforceability of any Intellectual Property Rights owned by or exclusively licensed to the Company or any of its subsidiaries, and in the case of each of clauses (x), (y) and (z), the Company and its subsidiaries have not received any notice of and are otherwise unaware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim; (vi) to the Company’s knowledge, there is no infringement, misappropriation, breach or default, or other violation by any third parties of any Intellectual Property Rights owned by or exclusively licensed to the Company or any of its subsidiaries; (vii) the Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights, the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof, and no such Intellectual Property Rights have been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, or to third parties, each of whom is bound by a written confidentiality agreement; (viii) all founders, current and former employees, and consultants involved in the development of Intellectual Property Rights for or on behalf of the Company or any of its subsidiaries have signed written and enforceable confidentiality and invention assignment agreements with the Company or any of its applicable subsidiaries pursuant to which the Company or the applicable subsidiary either (A) has obtained ownership of and is the exclusive owner of such Intellectual Property Rights, or (B) has obtained a valid and unrestricted right to exploit such Intellectual Property Rights, sufficient for the conduct of the business as currently conducted and as proposed in the Registration Statement and the Prospectus to be conducted; except, in the case of each of (i) through (viii) above, where the outcome of which would not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect: ; and (aix) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessorssubsidiaries are subsisting and, to the Company’s knowledge, solely with respect to issued patents and trademarks, are valid and enforceable.

Intellectual Property Rights. Except as to matters that individually The Company and the Subsidiaries have interests in or use only the Intellectual Property disclosed in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge SECTION 2.18 OF THE DISCLOSURE SCHEDULE, each of the Seller, which the Company ownsor a Subsidiary either has all right, title and interest in or is licensed or otherwise has the right a valid and binding rights under Contract to use all use. No other Intellectual Property Rights material to is used or necessary in the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale business of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller Company or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”)Subsidiary. Except as disclosed in Schedule 4.08 of SECTION 2.18 OF THE DISCLOSURE SCHEDULE, (i) the Disclosure Schedule, and Company or a Subsidiary has the exclusive right to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, use the Intellectual Property Rights disclosed in SECTION 2.18 OF THE DISCLOSURE SCHEDULE, (ii) all registrations with and applications to Governmental or Regulatory Authorities in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any Taxes or maintenance fees or the taking of any other actions by the Company or a Subsidiary to maintain their validity or effectiveness, (iii) there are no restrictions on the direct or indirect transfer of any Contract, or any interest therein, held by the Company or any Subsidiary in respect of such Intellectual Property, (iv) Love has delivered to Purchaser prior to the execution of this Agreement documentation with respect to any invention, process, design, computer program or other know-how or trade secret included in such Intellectual Property, which documentation is accurate in all material respects and reasonably sufficient in detail and content to identify and explain such invention, process, design, computer program or other know-how or trade secret and to facilitate its full and proper use without reliance on the special knowledge or memory of any Person. To , (v) the Knowledge Company and the Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of the Sellertheir trade secrets, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and (vi) neither the Company nor any Subsidiary is, or has received any notice that it is, in default (or with the giving of its Predecessors has been notified notice or lapse of time or both, would be in writing of default) under any possible infringement or other violation by any of them or any of their products or services related Contract to the Coflex Business of the use such Intellectual Property Rights of any Person and Property, (vii) to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the SellerLove, no Person or any product or service of any Person is infringing upon or otherwise violating any such Intellectual Property rights of is being infringed by any other Person, and (viii) there are no claims by third parties against the Intellectual Property. Neither Love, the Company nor any Subsidiary has received notice that the Company or any Subsidiary is infringing any Intellectual Property of its Predecessorsany other Person, no claim is pending or, to the Knowledge of Love, has been made to such effect that has not been resolved and, to the Knowledge of Love, neither the Company nor any Subsidiary is infringing any Intellectual Property of any other Person.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To SCHEDULE 5.8(A) hereto sets forth all patents and patent applications; all trademarks, service marks, logos, trade names (whether registered or unregistered) and applications for registration and registrations therefor; Internet domain names and 1-800 and 1-888 telephone numbers; all copyrights (whether registered or unregistered) and applications for registration and registrations therefor; all inventions, processes, technical information, know-how, designs, drawings, specifications, database systems and computer software (including source code), used or developed by the Knowledge of Company, or in which the SellerCompany has an interest, and all licenses relating to the foregoing (collectively, the Company owns"INTELLECTUAL PROPERTY RIGHTS"), and their respective actual or potential use or application. No other patent, trademark, service ▇▇▇▇, trade name or copyright, or license under any thereof, is licensed necessary to permit the Company to be owned by Able or otherwise the Company's business to be conducted as now conducted or as heretofore or proposed to be conducted. The Company owns exclusively and/or has the exclusive and unrestricted right to use use, free and clear of all Encumbrances, all Intellectual Property Rights material Rights, and all renewals therefor and claims for infringement thereof, without infringing upon or otherwise acting adversely to the right or claimed right of any third party under or with respect to any Intellectual Property Rights. The Company is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service ▇▇▇▇, trade name, copyright or other intangible asset, with respect to the use of any of the Intellectual Property Rights, in connection with the ownership of its assets, the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller its business or any of its Affiliatesotherwise. (b) Schedule 4.08 The Company owns exclusively and has exclusive and unrestricted right to use all Trade Secrets required for or incident to the development, manufacture, operation, advertisement, promotion, distribution and sale of all products sold and services offered, or proposed to be sold or offered, by the Company free and clear of all Encumbrances, including, without limitation, of any former employer of its employees. Trade Secrets shall mean all trade secrets, confidential information, "know-how," inventions, designs, customer lists, processes, computer programs (including source code) and technical data and information (the "TRADE SECRETS"). A list of the Disclosure Schedule sets forth headings or titles and, where appropriate, a true and complete list general, non-confidential description of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and Trade Secrets used or developed in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as conduct of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed Company's business is included in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingSCHEDULE 5.8(B) hereto. (c) To The Company has taken reasonable security measures to protect the Knowledge secrecy, confidentiality and value of all of its Trade Secrets. Each of its employees and other Persons who either alone or in concert with others developed, invented, discovered, derived, programmed or designed any of the SellerTrade Secrets, neither or who has knowledge of or access to information about any of the Trade Secrets, has entered into a written agreement with the Company providing that such Trade Secrets and other information are proprietary to the Company and are not to be divulged or misused, and transferring to the Company, nor its Predecessors nor without any further consideration being given therefor, all of their products such employees or services relating other persons right, title and interest in and unto such Trade Secrets and other information, and to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the all Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened and other rights with respect thereto, to such Trade Secrets and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claiminformation. (d) To The Shareholders and the Knowledge Company have no knowledge, and have not received any communication alleging, that the Company has violated or, by conducting its business as now conducted or proposed to be conducted after the Closing Date, violates or would violate any of the Sellerpatents, no Person licenses, trademarks, services marks, trade names, copyrights, trade secrets or any product or service other proprietary rights of any Person person or entity. The Shareholders and the Company are not aware of any third party that is infringing upon or otherwise violating any of the Company's Intellectual Property rights of the Company Rights, Trade Secrets or any of its Predecessorsother proprietary rights.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Section 3.20(a) of the Seller, Company Disclosure Letter sets forth a complete and accurate list of the Company ownsRegistered IP. (b) Each item of the Company Registered IP subsists and, to the knowledge of the Company, there is no information, materials, facts or circumstances that would render any Company Registered IP (other than applications and domain names) invalid or unenforceable. (c) With respect to each item of Company Registered IP to which the Company in its reasonable business discretion has determined to maintain: (i) all necessary registration, maintenance and renewal fees have been paid, and all necessary documents and certificates have been filed with the relevant patent, copyright, trademark, domain registrars or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Company Registered IP; (ii) the Company is licensed currently in compliance with all formal legal requirements with respect thereto, and (iii) the Company is not subject to any overdue maintenance fees or otherwise has taxes, in the right case of each of the foregoing except as would not reasonably be expected to use all Intellectual Property Rights be material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale business of the Coflex Company and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimSubsidiaries. (d) To the Knowledge knowledge of the SellerCompany, no Person the operation of the business of the Company and its Subsidiaries, including the development, sale and distribution of the Company Products by the Company and its Subsidiaries, as it has been conducted since the Reference Date, and as currently conducted, has not infringed (whether directly or any product or service of any Person is infringing upon indirectly), misappropriated or otherwise violating violated and does not infringe (whether directly or indirectly), misappropriate or otherwise violate any Intellectual Property rights Right of any third Person. (e) The Company or one of its Subsidiaries holds exclusive ownership of all material Company Intellectual Property Rights. To the knowledge of the Company, the Company and its Subsidiaries own all right, title and interest in the Company Intellectual Property Rights, free and clear of all Liens other than Permitted Liens. To the knowledge of the Company, there are no Legal Proceedings pending (other than ordinary course prosecution activities), or threatened to be brought by a third Person before any Governmental Authority (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) to which the Company or any of its PredecessorsSubsidiaries is or was a party and in which claims are or were raised by a third Person relating to the validity, enforceability, scope, or ownership of any of the Company Intellectual Property Rights.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Section 3.19 of the Seller, the Company owns, or is licensed or otherwise has the right to use Disclosure Schedule identifies all material Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted that are owned or licensed by the Parent, Seller Company or any of used in its Affiliatesbusiness. (b) Schedule 4.08 To the knowledge of the Disclosure Schedule sets forth a true and complete list of all issued patentsCompany, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company and its Subsidiaries own or license all Intellectual Property Rights required to conduct their businesses as presently and ordinarily conducted. Except for the matters identified in Section 3.19 of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Company Disclosure Schedule, and (i) to the Knowledge knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor none of the Intellectual Property Rights that are owned or licensed by the Company or any of their products or services relating to the Coflex Business has infringed its Subsidiaries conflicts with, infringes upon or otherwise violated, or is infringing upon misappropriates or otherwise violating, violates the Intellectual Property Rights of any Person. To third party, (ii) the Knowledge of the SellerCompany has not been sued, there is no charged in writing with, or named a defendant in, any claim, suit, claim, action, investigation action or proceeding pending or threatened with respect thereto, and neither the Company nor any involving a material claim of its Predecessors has been notified in writing infringement of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to others that has not been resolved without the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service imposition of any Person is infringing upon or otherwise violating any Intellectual Property rights restrictions on the right of the Company or any of its PredecessorsSubsidiaries to engage in any activities relating to their businesses, (iii) to the knowledge of the Company, there is no threatened material claim of infringement by the Company or any of its Subsidiaries of any Intellectual Property Rights of others, and (iv) to the knowledge of the Company, there is no material continuing infringement by others of the Intellectual Property Rights of the Company or any of its Subsidiaries. Except as set forth in Section 3.19 of the Company Disclosure Schedule, no Intellectual Property Rights of the Company are subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof by the Company or any of its Subsidiaries. Except as set forth in Section 3.19 of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries has entered into any agreement to indemnify any other individual or entity against any charge of infringement of any Intellectual Property Right. (c) For purposes of this Agreement, “Intellectual Property Rights” means trade names, trademarks, service marks, domain names actively used by the Company or one of its Subsidiaries, copyrights, registrations thereof or applications therefor, Company Software and any other relevant proprietary intellectual property rights. For purposes of this Agreement, “Company Software” means computer software, programs and databases in any form (including Internet web sites, web content and links, all versions, updates, corrections, enhancements, and modifications thereof, and all related documentation) (i) material to the operation of the business of the Company or any of its Subsidiaries, including all computer software and databases operated by the Company or any of its Subsidiaries on its web sites or used by the Company or any of its Subsidiaries in connection with processing customer orders, storing customer information, or storing or archiving data, but excluding software that is in general distribution to users of personal computers, and (ii) owned, manufactured, distributed, sold, licensed or marketed by the Company or any of its Subsidiaries.

Intellectual Property Rights. (a) All material patents, patent applications, registered trademarks, trademark registration applications, registered service marks, trade names, registered copyrights, copyright registration applications, domain names and licenses (collectively, the "Registered Intellectual Property Rights") owned or, listed separately, licensed to or by the Company or any of its Subsidiaries by or to third parties (other than shrink-wrap or standard licenses for commercially available software) and used in the conduct of the businesses of the Company and its Subsidiaries are described in the SEC Reports or in Section 3.11(a) of the Disclosure Schedule. Except as to matters that would not reasonably be expected, individually or in the aggregate would not aggregate, to have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, and each of its Subsidiaries owns or is licensed has a valid and binding royalty-free license to use or otherwise has the right to use all patents, trademarks, service marks, trade names, copyrights, rights in software, domain names, know-how, rights in design and inventions, licenses and other intellectual property rights (the "Intellectual Property Rights material to the Rights") necessary for its conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States business as currently conducted by and as contemplated to be conducted after the Parent, Seller or any of its AffiliatesClosing. (b) Schedule 4.08 Except as disclosed in the SEC Reports or in Section 3.11(b) of the Disclosure Schedule sets forth or except as would not reasonably be expected, individually or in the aggregate, to have a true Material Adverse Effect, all registrations or recordings with and complete list applications to any Governmental Authorities in the PRC or elsewhere necessary for the protection of all issued patentsthe Registered Intellectual Property Rights under applicable Laws have been made, registered trademarks, registered trade names, registered service marks, registered copyrights are valid and in each case applications therefor, full force and domain names effect and applications therefor, if any, owned by or licensed are not subject to the payment of any Taxes or maintenance fees or the taking of any other actions by the Company as or any of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and its Subsidiaries to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingmaintain their validity or effectiveness. (c) To Except as disclosed in the Knowledge SEC Reports or in Section 3.11(c) of the SellerDisclosure Schedule or except as would not reasonably be expected, neither individually or in the aggregate, to have a Material Adverse Effect, to the knowledge of the Company, nor its Predecessors nor no Intellectual Property Right in any product, content, process, method, substance or material presently produced by, sold or distributed by or employed by the Company or any of their products or services relating to the Coflex Business has infringed upon or otherwise violatedits Subsidiaries, or is infringing in a product design which has been substantially completed by the Company or any of its Subsidiaries, infringes upon or otherwise violating, the any Intellectual Property Rights of any Person. To that are owned by others. (d) Except as disclosed in the Knowledge SEC Reports or in Section 3.11(d) of the SellerDisclosure Schedule: (i) no Action or Proceeding is pending and no claim has been made against the Company or any of its Subsidiaries or, there to the knowledge of the Company, is no suitthreatened, claimcontesting the right of the Company or any of its Subsidiaries to sell or use any Intellectual Property Right or any product, actioncontent, investigation process, method, substance or proceeding pending material presently produced by, sold or threatened with respect thereto, distributed by or employed by the Company or any of its Subsidiaries; and (ii) neither the Company nor any of its Predecessors has been notified in writing Subsidiaries have asserted any claim of infringement, misappropriation or misuse by any Person of any possible infringement Intellectual Property Rights owned or other violation used by any of them the Company or any of their products its Subsidiaries. (e) Except as disclosed in the SEC Reports or services related in Section 3.11(e) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to the Coflex Business have a Material Adverse Effect: (i) all works of authorship and all other materials subject to copyright protection and included in the Intellectual Property Rights used in the conduct of any Person the business of the Company and its Subsidiaries (unless validly licensed to the Company or its Subsidiaries), including computer software, documentation, software design, technical and functional specifications, are original and were either created by employees of the Company or its Subsidiaries within the scope of their employment or all right, title and interest in and to such works of authorship have been legally and fully assigned and transferred to the Knowledge of the SellerCompany or its Subsidiaries, there is no valid basis for as applicable; (ii) all rights in all inventions and discoveries (A) made, developed or conceived by any such claim. (d) To the Knowledge of the Seller, no Person employee or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights independent contractor of the Company or any of its PredecessorsSubsidiaries during the course of their employment and included in the Intellectual Property Rights used in the conduct of the business of the Company and its Subsidiaries, or (B) made, written, developed or conceived with the use or assistance of the facilities or resources of the Company or any of its Subsidiaries, or (C) that are the subject of one or more issued letters of patent or patent applications for inventions and discoveries under (A) and (B) above and included in the Intellectual Property Rights used in the conduct of the business of the Company and its Subsidiaries; have been assigned in writing to the Company or any of its Subsidiaries, as applicable, to the extent that ownership of any such Intellectual Property Rights does not vest in the Company or any of its Subsidiaries, as applicable, by operation of law; and (iii) all key employees and independent contractors of the Company and each of its Subsidiaries have signed documents confirming that each of them will assign to the Company or any of its Subsidiaries, as applicable, all Intellectual Property Rights referred in (ii) to the extent that ownership of any such Intellectual Property Rights does not vest in the Company or any of its Subsidiaries, as applicable, by operation of law. (f) Except as disclosed in the SEC Reports or in Section 3.11(f) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no employee, officer or consultant of the Company or any of its Subsidiaries has any proprietary, financial or other interest in any such Intellectual Property Rights owned or used by the Company or any of its Subsidiaries in the conduct of their businesses; and (ii) neither the Company nor any of its Subsidiaries (A) have any obligation to compensate any Person for the use of any such Intellectual Property Rights or (B) have granted, other than in the ordinary course of business, any license or other right to use any such Intellectual Property Rights used in the conduct of the businesses of the Company and its Subsidiaries, whether requiring the payment of royalties or not. (g) Except as disclosed in the SEC Reports or in Section 3.11(g) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) all trade secrets and other confidential information of the Company and its Subsidiaries are presently valued and protectible and are not part of the public domain or knowledge, nor have they been used, divulged or appropriated for the benefit of any Person other than the Company or its Subsidiaries or otherwise to the detriment of the Company or its Subsidiaries; (ii) no employee or consultant of the Company or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person in the course of his work for the Company or any of its Subsidiaries; and (iii) to the knowledge of the Company, no patent, invention, device, principle or any statute, law, rule, regulation, standard or code is pending or proposed which would restrict the Company's or any of its Subsidiaries' ability to use any of the Intellectual Property Rights used in the conduct of their businesses. (h) Except as disclosed in the SEC Reports or in Section 3.11(h) of the Disclosure Schedule or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and each of its Subsidiaries have taken all commercially reasonable measures to protect and preserve the security, confidentiality and value of all Intellectual Property Rights owned by the Company or any of its Subsidiaries and used in the conduct of the business of the Company and its Subsidiaries, including trade secrets, source code and other confidential information, including without limitation, all algorithms, methods, technology or know-how incorporated or embedded in, or underlying or included in, Intellectual Property Rights not subject to issued letters of patent.

Intellectual Property Rights. Except (i) ss.3(p) of the Company Disclosure Schedule sets forth a complete list of all (A) patents and patent applications, (B) trademarks, trademark registrations and applications to register any trademarks, and (C) copyright registrations and copyright applications of the Company and its Subsidiaries, in each case, whether currently used or not used by the Company and its Subsidiaries in connection with the business of the Company and its Subsidiaries as currently conducted. ss.3(p) also sets forth a complete list of all material licenses with respect to matters that individually Intellectual Property owned or licensed by the Company or any Subsidiary thereof and used in the aggregate would not have a Material Adverse Effect:operation of the current products of the Company or any Subsidiary thereof. (aii) The Company and its Subsidiaries own or have the right to use all material Intellectual Property currently used by the Company and its Subsidiaries in the business of the Company and its Subsidiaries as currently conducted. To the Knowledge of the Company, the Company and its Subsidiaries own or have the right to use all other Intellectual Property currently used by the Company and its Subsidiaries in the business of the Company and its Subsidiaries as currently conducted. (iii) The Company has no Knowledge of any unresolved claims made by any third party that the Company or any Subsidiary thereof is infringing the Intellectual Property rights of any Person as a result of the Company's or any Subsidiary's use of any Intellectual Property. To the Company's Knowledge, the use of the Company's or any Subsidiary's Intellectual Property does not infringe the rights of any third party. (iv) The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of any trade secret of the Company or any Subsidiary thereof necessary for the operation of the Company's or any Subsidiary's business. (v) To the Knowledge of the SellerCompany, the Company ownsand its Subsidiaries are not, nor have they received any notice that they are, in default or, with the giving of notice or is licensed lapse of time or otherwise has the right both, would be in default under any material license to use all any Intellectual Property Rights material to listed in ss.3(p) of the Disclosure Schedule. (vi) To the Company's Knowledge, (A) the Company or any Subsidiary thereof is not infringing any Intellectual Property of any other Person in connection with the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller Company's or any of its Affiliates. Subsidiary's business as presently conducted and (bB) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of either owned or licensed by the Company or any Subsidiary thereof which is material to the operation of its Predecessorsthe Company's or any Subsidiary's business.

Intellectual Property Rights. Except The Company Disclosure Schedule contains a complete and accurate list of all material patents, trademarks, trade names, service marks, copyrights, and all applications for or registrations of any of the foregoing as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, which the Company or any Subsidiary is the owner or a licensee (indicating whether such license is exclusive or nonexclusive). The Company and each Subsidiary exclusively owns, free and clear of any Lien (as defined in Section 3.14), or is exclusively (unless otherwise indicated in the Company Disclosure Schedule) licensed to use, all patents, trademarks, trade names, service marks, copyrights, applications for or otherwise has registrations of any of the right to use all Intellectual Property Rights material to foregoing, processes, inventions, designs, technology, formulas, computer software programs, know-how, and trade secrets used in or necessary for the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States its respective business as currently conducted or proposed to be conducted (the "Company Intellectual Property"). Except to the extent specifically disclosed on the Company Disclosure Schedule, no claim has been asserted or, to the knowledge of the Company, threatened by any person with respect to the use of the Company Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement with respect thereto. To the knowledge of the Company, neither the use of the Company Intellectual Property by the Parent, Seller Company or any Subsidiary in the present or planned conduct of its Affiliates. (b) Schedule 4.08 business nor any product or service of the Company or any Subsidiary infringes on the intellectual property rights of any person. No current or former shareholder, employee, or consultant of the Company or any Subsidiary has any rights in or to any of the Company Intellectual Property. All Company Intellectual Property listed on the Company Disclosure Schedule sets forth a true has the status indicated therein and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights applications are still pending in good standing and have not been abandoned. Except to the extent specifically disclosed on the Company Disclosure Schedule: (i) the Company Intellectual Property is valid and has not been challenged in any judicial or administrative proceeding; (ii) the Company and each case applications therefor, and domain names and applications thereforSubsidiary have made all statutorily required filings, if any, owned by or licensed to record their interests, and taken reasonable actions to protect their rights, in the Company Intellectual Property; (iii) to the Company as knowledge of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, no person or entity nor its Predecessors nor any of their such person's or entity's business or products or services relating to the Coflex Business has infringed upon or otherwise violatedinfringed, misused, or is infringing upon or otherwise violating, the misappropriated any Company Intellectual Property Rights of or currently is infringing, misusing, or misappropriating any Person. To the Knowledge of the Seller, there is Company Intellectual Property; and (iv) no suit, claim, action, investigation other person or proceeding pending entity has any right to receive or threatened any obligation to pay a royalty with respect thereto, and neither the to any Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its PredecessorsSubsidiary.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (aSchedule 3.17(a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all United States and foreign issued and applied for patents, ; registered trademarks, registered trade names, registered service marks, marks and domain names; registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, for any of the foregoing therefore owned by or the Company and its Subsidiaries. Schedule 3.17(b) of the Company Disclosure Schedule sets forth a true and complete list of all Intellectual Property (as defined below) licensed from third parties to the Company as and its Subsidiaries (other than non-exclusive licenses of commercially available software). Schedule 3.17(c) of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Company Disclosure Schedule 4.08 sets forth certain proprietary software owned by the Company and its Subsidiaries which is material to the business of the Disclosure Schedule, Company. The Company and its Subsidiaries are the owners of or have licenses to the Knowledge of the Seller, use all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications is material to registered are pending and in good standing. (c) To the Knowledge conduct of the Sellerbusiness of the Company and its Subsidiaries, neither the Company, nor its Predecessors nor any of their products or services relating and with respect to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights owned by the Company or its Subsidiaries is free and clear of any Personall Liens. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither Neither the Company nor any of its Predecessors has been notified Subsidiaries is in writing default (or with the giving of notice or lapse of time or both, would be in default) under any possible infringement or other violation license to use such third-party Intellectual Property. To the Company’s knowledge, such Intellectual Property owned by the Company is not being infringed by any of them or third party. Neither the Company nor any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person its Subsidiaries is infringing upon or otherwise violating any Intellectual Property rights of any third party, except for such defaults and infringements which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. No material claim has been asserted and is pending by any Person challenging the use of any such Intellectual Property owned by the Company or the validity or effectiveness of any such Intellectual Property. For purposes of this Section, “Intellectual Property” means patents and patent rights, trademarks and trademark rights, trade names and trade name rights, service marks and service ▇▇▇▇ rights, service names and service name rights, copyrights and copyright rights, software, trade secrets, Internet domain names and other proprietary intellectual property rights and all pending applications for and registrations of any of its Predecessorsthe foregoing.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge The Company or a Subsidiary owns (free and clear of the Seller, the Company ownsany Liens), or is licensed or otherwise has the right sufficient rights to use use, for any purpose and without restrictions, all Intellectual Property Rights material to used or held for use in the conduct operation of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale business of the Coflex Company and Cofix products outside of the United States Subsidiaries as currently conducted by and to the Parent, Seller or any knowledge of its Affiliates. the Company and the Subsidiaries as currently planned to be conducted (b“Company Owned Intellectual Property”). Section 3.15(a) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, Intellectual Property owned by or licensed to the Company as or any Subsidiary with a description of the owner, jurisdiction, registration number, applicant number or issuance number, date of this Agreement (“Scheduled Intellectual Property”)application, issuance and/or filing as to which a registration has been obtained by or applied for with any Governmental or Regulatory Authorities in any jurisdiction in the world. Except as disclosed in Section 3.15(a) of the Disclosure Schedule 4.08 all registrations with and applications to Governmental or Regulatory Authorities with respect to Intellectual Property owned by the Company or a Subsidiary are valid, subsisting and in full force and effect (or with respect to applications applied for). (b) Except as disclosed in Section 3.15(b) (i) there are no material restrictions on the direct or indirect transfer of any Contract, or any interest therein, held by the Company or any Subsidiary with respect to Intellectual Property and (ii) neither the Company nor any Subsidiary is in default in any material respect under any Contract to use Intellectual Property. (c) Except as set forth in Section 3.15(c) of the Disclosure Schedule, and to none of Sellers, the Knowledge of Company nor any Subsidiary has received written notice that the SellerCompany or any Subsidiary is infringing, all Scheduled misappropriating, diluting or otherwise violating any Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any other Person. To the Knowledge of the SellerSellers, there no claim is no suit, claim, action, investigation or proceeding pending or has been made, asserted or threatened with respect thereto, to such effect that has not been resolved and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the SellerSubsidiary is infringing, there is no valid basis for any such claim. (d) To the Knowledge of the Sellermisappropriating, no Person or any product or service of any Person is infringing upon diluting or otherwise violating any Intellectual Property rights of any other Person. To the Knowledge of Sellers, no Person has misappropriated, infringed, diluted, or otherwise violated, either directly or indirectly, any Intellectual Property owned, used or held for use by the Company or any of its PredecessorsSubsidiary.

Intellectual Property Rights. Except The Company and its Subsidiaries own, or are validly licensed or otherwise possess legally enforceable rights to use, all patents, trademarks, trade names, service marks, domain names and copyrights, any applications for and registrations of such patents, trademarks, trade names, service marks, domain names and copyrights, and all database rights, net lists, processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material that are necessary to conduct the business of the Company and its Subsidiaries as currently conducted, or presently planned to be conducted, except for such rights the absence of which would not be reasonably expected to have a Company Material Adverse Effect (the “Company Intellectual Property Rights”). The Company and its Subsidiaries have taken, or are taking (on going matters), all action reasonably necessary to protect the Company Intellectual Property Rights which is customary in the industry, including without limitation, use of reasonable secrecy measures to protect the trade secrets included in the Company Intellectual Property Rights. (a) The execution and delivery of this Agreement and consummation of the transactions contemplated hereby will not result in the breach of, or create on behalf of any third party the right to terminate or modify, any material license, sublicense or other agreement relating to the Company Intellectual Property Rights, or any material licenses, sublicenses or other agreements as to matters which the Company or any of its Subsidiaries is a party and pursuant to which the Company or any of its Subsidiaries is authorized to use any third party patents, trademarks, copyrights or trade secrets (“Company Third-Party Intellectual Property Rights”), including software that is used in the manufacture of, incorporated in, or forms a part of any product sold by or expected to be sold by the Company or any of its Subsidiaries, the breach of which would, individually or in the aggregate would not aggregate, be reasonably likely to have a Company Material Adverse Effect: (a) To . The Company Disclosure Letter, under the Knowledge caption referencing this Section 3.12, lists all royalties, license fees, sublicense fees or similar obligations requiring payment in excess of the Seller, $100,000 per year by the Company owns, or is licensed or otherwise has the right to use all any Subsidiary for any Company Third-Party Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to that are used in the manufacture and sale of, incorporated in, or forms a part of the Coflex and Cofix products outside of the United States as currently conducted any product sold by or expected to be sold by the Parent, Seller Company or any of its AffiliatesSubsidiaries. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued All patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned copyrights which are held by or licensed to the Company as or any of its Subsidiaries, the date loss or invalidity of this Agreement (“Scheduled Intellectual Property”). Except as disclosed which would reasonably be expected to cause a Company Material Adverse Effect, are in Schedule 4.08 of the Disclosure Schedule, force and are believed to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, be valid and enforceablesubsisting. The Company (i) has not been sued in any unresolved suit, action or proceeding, or received in writing any claim or notice, which involves a claim of infringement or misappropriation of any patents, trademarks, service marks, domain names, copyrights or violation of any trade secret or other proprietary right of any third party; and all Scheduled Intellectual Property (ii) has no Knowledge that are applications to registered are pending and in good standing. (c) To the Knowledge manufacturing, marketing, licensing or sale of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon infringe upon, misappropriate or otherwise violatedcome into conflict with any patent, trademark, service ▇▇▇▇, copyright, trade secret or is infringing upon or otherwise violating, the Intellectual Property Rights other proprietary right of any Personthird party, which infringement, misappropriation or conflict in the cases of clause (i) and (ii) would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the SellerCompany, there is no suitother Person has interfered with, claiminfringed upon, action, investigation or proceeding pending or threatened otherwise come into conflict with respect thereto, and neither the any Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights other proprietary information of the Company or any of its PredecessorsSubsidiaries which has or would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except where the failure to do so would not have a Company Material Adverse Effect, to the Company’s Knowledge, each employee, agent, consultant or contractor who has materially contributed to or participated in the creation or development of any copyrightable, patentable or trade secret material on behalf of the Company, any of its Subsidiaries or any predecessor in interest thereto either: (i) is a party to an agreement under which the Company or such Subsidiary is deemed to be the original owner/author of all property rights therein; or (ii) has executed an assignment or an agreement to assign in favor of the Company, such Subsidiary or such predecessor in interest, as applicable, all right, title and interest in such material. (d) Except where the failure to do so would not have a Company Material Adverse Effect, the Company and its Subsidiaries have not suffered any compromise of data security or any corruption or loss of data.

Intellectual Property Rights. Except as disclosed in SCHEDULE 3(o)(i), the Company and its Subsidiaries own or possess adequate rights or licenses to matters that use all trademarks, trade names, service marks, service ▇▇▇▇ registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights necessary at their respective stages of development to conduct their respective businesses as now conducted, except where the failure to own or possess such rights could not reasonably be expected to result, either individually or in the aggregate would not have aggregate, in a Material Adverse Effect: (a) To the Knowledge . Except as set forth on SCHEDULE 3(o)(ii), none of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered Company's trademarks, registered trade names, registered service marks, registered copyrights and in each case applications thereforservice ▇▇▇▇ registrations, and domain names and applications thereforservice names, if anypatents, owned by patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets or licensed other intellectual property rights have expired or terminated, or are expected to the Company as of expire or terminate within two years from the date of this Agreement (“Scheduled Intellectual Property”)Agreement, except where such expiration or termination could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Except as disclosed in Schedule 4.08 The Company and its Subsidiaries do not have any knowledge of any infringement by the Disclosure ScheduleCompany or its Subsidiaries of trademarks, and to the Knowledge trade names, service marks, service ▇▇▇▇ registrations, service names, patents, patent rights, copyrights, inventions, licenses, trade secrets or other intellectual property rights of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violatedothers, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge development of the Sellersimilar or identical trade secrets or technical information by others and, except as set forth on SCHEDULE 3(o)(iii), there is no suit, claim, action, investigation action or proceeding pending being made or threatened with respect theretobrought against, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the SellerCompany's knowledge, there is no valid basis for any such claim. (d) To the Knowledge of the Sellerbeing threatened against, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or its Subsidiaries regarding its trademarks, trade names, service marks, service ▇▇▇▇ registrations, service names, patents, patent rights, copyrights, inventions, licenses, trade secrets, or infringement of other intellectual property rights; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing, except where any of the foregoing could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. The Company and its PredecessorsSubsidiaries have taken reasonable security measures to protect the value and, in the case of intellectual property whose value depends on secrecy and confidentiality, the secrecy and confidentiality of all of their intellectual properties.

Intellectual Property Rights. The Company owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets software, databases, know-how, internet domain names, other unpatented and/or unpatentable proprietary confidential information systems, processes or procedures and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and the Subsidiary as currently carried on and as described in the Registration Statement, the Disclosure Package and the Prospectus. The Intellectual Property Rights licenses described in the Registration Statement, Disclosure Package and the Prospectus are valid, binding upon and enforceable against the parties thereto in accordance with their respective terms. To the knowledge of the Company, no action or use by the Company or the Subsidiary necessary for the conduct of its business as currently carried on and as described in the Registration Statement, the Disclosure Package and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. None of the Company nor the Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to matters that result, individually or in the aggregate would not have aggregate, in a Material Adverse Effect: Change (aA) To to the Knowledge knowledge of the SellerCompany, there is no infringement, misappropriation or violation by third parties of any of the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material owned by the Company or the Subsidiary; (B) there is no pending or, to the conduct knowledge of the Coflex Business as currently conductedCompany, threatened action, suit, proceeding or claim by others challenging the rights of the Company or the Subsidiary in or to any such Intellectual Property Rights, and all the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights material owned by the Company and, to the manufacture and sale knowledge of the Coflex and Cofix products outside of Company, the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or Intellectual Property Rights licensed to the Company as or the Subsidiary have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or the Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, none of the date Company nor the Subsidiary has received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Agreement Section 2.34, reasonably be expected to result in a Material Adverse Change; and (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 E) to the Company’s knowledge, no employee of the Disclosure ScheduleCompany or the Subsidiary is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Subsidiary, or actions undertaken by the employee while employed with the Company or the Subsidiary and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Knowledge Company or the Subsidiary which has not been patented has been kept confidential. None of the SellerCompany nor the Subsidiary is a party to or bound by any options, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications licenses or agreements with respect to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Personother person or entity that are required to be set forth in the Registration Statement, the Disclosure Package and the Prospectus and are not described therein. To The Registration Statement, the Knowledge Disclosure Package and the Prospectus contain in all material respects the same description of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither matters set forth in the preceding sentence. None of the technology employed by the Company nor any of its Predecessors or the Subsidiary has been notified obtained or is being used by the Company in writing violation of any possible infringement contractual obligation binding on the Company or other violation by any of them or the Subsidiary or, to the Company’s knowledge, any of their products officers, directors or services related to the Coflex Business employees, or otherwise in violation of the Intellectual Property Rights rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimpersons. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or licensed by them or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to matters that be conducted, except where the failure to so own or hold as would not reasonably be expected, individually or in the aggregate would not aggregate, to have a Material Adverse Effect: Effect (a) To the Knowledge of the Sellercollectively, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except To the Company’s knowledge, and except as disclosed in Schedule 4.08 the Registration Statement, the General Disclosure Package and the Prospectus, (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of the Disclosure Schedule, and third-party licensors with respect to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and is disclosed in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violatingRegistration Statement, the Intellectual Property Rights of any Person. To General Disclosure Package and the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related Prospectus as licensed to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessorssubsidiaries, (ii) the Company is not obligated to grant an option or license to any third party in connection with any Intellectual Property owned by, or licensed to, the Company, and (iii) there is no infringement by third parties of any Intellectual Property, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s ownership of, or rights in or to, any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim that, if asserted as of the date hereof, would reasonably be expected to succeed; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim that, if asserted as of the date hereof, would reasonably be expected to succeed; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim that, if asserted as of the date hereof, would reasonably be expected to succeed. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any of its subsidiaries, and all such agreements are in full force and effect. To the Company’s knowledge, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the product candidates described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by the Company or any of its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any of its subsidiaries and included in the Intellectual Property. To the knowledge of the Company, all patents and patent applications owned by, or exclusively licensed to, the Company have been duly and properly filed and maintained except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, the parties prosecuting such patents and patent applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office, and the Company is not aware of any facts required to be disclosed to such office that were not disclosed to such office and, as such, which would preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued from such applications.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Section 5.18(a)(i) of the SellerCompany Disclosure Schedule sets forth all United States and foreign issued patents and patent applications, trademark and service ▇▇▇▇ registrations and applications, internet domain name registrations and applications and copyright (and mask works) registrations and applications owned by the Company ownsand its Subsidiaries, or is licensed or otherwise has specifying as to each item, as applicable (i) the right to use all Intellectual Property Rights material to the conduct nature of the Coflex Business as currently conducteditem, including the title, (ii) the applicant or owner(s) of the item, (iii) the jurisdiction in which the item is issued or registered or in which an application for issuance or registration has been filed, (iv) the issuance, registration or application numbers and dates, and all Intellectual Property Rights material to the manufacture and sale (v) any assignor or assignee, if applicable. Section 5.18(a)(ii) of the Coflex Company Disclosure Schedule sets forth all material licenses, sublicenses and Cofix products outside of other agreements or permissions under which the United States as currently conducted by the Parent, Seller Company or any of its Affiliates. (b) Schedule 4.08 Subsidiaries is a licensee or distributor of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the authorized to use any Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation a Third Party or proceeding pending or threatened with respect thereto, and neither under which the Company nor or any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Subsidiaries otherwise obtains Intellectual Property Rights of any Person and necessary to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights business of the Company or any of its PredecessorsSubsidiaries (other than shrink wrap licenses or other similar licenses for commercial off-the-shelf software with a license fee of $20,000 or less annually which are not required to be listed). To the knowledge of the Company, all of the Intellectual Property Rights owned by the Company and/or its Subsidiaries as applicable and material to the operation of the business are valid and subsisting. The Intellectual Property Rights set forth on Section 5.18(a)(i) and Section 5.18(a)(ii) of the Company Disclosure Schedule together constitute all the material or registered Intellectual Property Rights used in the conduct of the business of the Company and its Subsidiaries. (b) The Company and its Subsidiaries own all right, title and interest in, free of all Liens, or have valid and enforceable rights, by license, sublicense, agreement or other written permission to, all of the Intellectual Property Rights that are currently used in the conduct of the Company’s or any of its Subsidiaries’ businesses, without obligation to pay any royalty, material license fee, or other consideration. To the Knowledge of the Company, none of the Company or any of its Subsidiaries currently infringes, misappropriates, impairs, dilutes or otherwise violates or to the knowledge of the Company has, in the last seven (7) years, infringed, misappropriated, impaired, diluted or otherwise violated any Intellectual Property Rights of any other Person, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No Action (whether civil, criminal, administrative, investigative or informal) has commenced, been brought or heard by or before any Governmental Entity or arbitrator, is pending or is threatened in writing by any third Person, in which the Company or any of its Subsidiaries is a party with respect to any Intellectual Property Rights owned, licensed, distributed or used by the Company or any of its Subsidiaries in their respective businesses as conducted in the past or as currently conducted (“Company IP Claim”), including any Company IP Claim that alleges that the operation of any such businesses infringes, misappropriates, impairs, dilutes or otherwise violates the rights of any Person, and there are no grounds for the same, and the Company and its Subsidiaries are not subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement, covenant not to ▇▇▇, or other dispute involving any third Person’s Intellectual Property Rights. To the knowledge of the Company, no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property Rights owned by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has brought or threatened any Company IP Claims against any Person that remain unresolved. (c) The Company has made commercially reasonable efforts to maintain and protect the Intellectual Property Rights owned by the Company and its Subsidiaries, including the confidentiality of all confidential information and trade secrets. Without limiting the preceding sentence, the Company has a policy requiring each current employee, consultant and contractor who developed any part of any item covered by material Intellectual Property Rights on behalf of the Company or its Subsidiaries, (i) to be a party to an agreement that conveys or obligates such Person to convey to the Company or its Subsidiaries any and all right, title and interest in and to all Intellectual Property Rights developed by such Persons in connection with such Person’s employment or engagement on behalf of the Company or its Subsidiaries, (ii) as to works created in the course of such Person’s employment with or engagement on behalf of the Company or its Subsidiaries, to execute an agreement acknowledging that the works are “works for hire” or otherwise assigning to the Company or its Subsidiaries all rights, title and interest in such works, and (iii) otherwise has by operation of law vested in the Company or its Subsidiaries any and all right, title and interest in and to all such Intellectual Property Rights developed by such Persons in connection with such Person’s employment with, or engagement on behalf of the Company or its Subsidiaries. To the knowledge of the Company, the consummation of the Transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any material Intellectual Property Rights used in the business of the Company or its Subsidiaries. (d) The Company and its Subsidiaries have taken commercially reasonable steps and implemented commercially reasonable procedures with respect to protecting the information technology systems owned by them and used in connection with the operations of the Company and its Subsidiaries from viruses, worms, Trojan horses, malicious or unauthorized code, “time bombs,” disabling programs, or similar programs that permit unauthorized access or the unauthorized disruption, impairment, disablement or erasure of data or software and from unauthorized access. The Company and its Subsidiaries are in material compliance with all laws and Government Contract provisions relating to confidentiality and data privacy and protection. To the knowledge of the Company, there have been no successful material unauthorized intrusions or material breaches of the security of the information technology systems of the Company or any of its Subsidiaries. (e) For purposes of this Agreement, “Intellectual Property Rights” means any and all rights in, arising out of or associated with any of the following: (i) all United States, international and foreign patents and patent applications (including all reissues, reexaminations, divisionals, renewals, extensions, provisionals, continuations, continuations-in-part, patent disclosures, mask works and integrated circuit topographies) and all equivalents thereof; (ii) all computer software (including source and object code) and related documentation, confidential information, trade secrets, inventions (whether patentable or not), business information, customer lists, know how, show how, technology and all documentation relating to any of the foregoing; (iii) all United States and foreign copyrights, copyright registrations and applications therefor in both published and unpublished works; (iv) all United States and foreign trademarks and service marks (whether or not registered), trade names, designs, logos, slogans and general intangibles of like nature, together with all goodwill appurtenant thereto, and applications for registration of any of the foregoing; and (v) Internet domain name registrations and applications therefor.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (ai) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is the sole and exclusive owner of the Disclosure Scheduleall right, title and interest in and to, or has a valid and enforceable right to the Knowledge of the Selleruse pursuant to a written license, all Scheduled trademarks, trade names, service marks, patents, patent applications, other patent rights, copyrights, domain names, software, inventions, processes, databases, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property rights, whether registered or unregistered and in any jurisdiction (collectively, “Intellectual Property is subsistingRights”) reasonably necessary to conduct its businesses as now conducted or proposed to be conducted as described in the Registration Statement, valid the Pricing Disclosure Package and enforceablethe Prospectus, free and clear of all Scheduled Intellectual Property that are applications to registered are pending liens and in good standingencumbrances. (cii) Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the knowledge of the Company, the Company’s business as now conducted or proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, does not infringe, conflict with or otherwise violate any Intellectual Property Rights of others, and the Company has not received, and has no reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property Rights of others, or any facts or circumstances which would render any Intellectual Property Rights invalid or inadequate to protect the interest of the Company therein. (iii) To the Knowledge knowledge of the Seller, neither the Company, nor its Predecessors nor there is no infringement by third parties of any Intellectual Property Rights owned by the Company. (iv) Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending or, to the knowledge of their products the Company, threatened action, suit, proceeding or services claim relating to Intellectual Property Rights owned by the Coflex Business has infringed upon Company. (v) Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not a party to or otherwise violatedbound by any options, licenses or is infringing upon or otherwise violating, agreements with respect to the Intellectual Property Rights of any Person. To other person or entity. (vi) All licenses for Intellectual Property Rights owned or used by the Knowledge Company are valid, binding upon and enforceable by or against the Company and, to the Company’s knowledge, against the parties thereto in accordance with their terms. (vii) None of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither technology employed by the Company nor has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Predecessors has been notified officers, directors or employees or otherwise in writing violation of the rights of any possible infringement third party. (viii) Except as would not result in a Material Adverse Effect, all assignments from inventors to the Company have been obtained and filed with the appropriate patent offices for all of the Company’s patent applications. (ix) Except as would not reasonably be expected to result in a Material Adverse Effect, the Company does not have knowledge of any claims of third parties to any ownership interest or other violation by unregistered lien with respect to the Company’s or its licensors’ patents and patent applications. (x) Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company does not know of any facts which would form a basis for a finding of unenforceability or invalidity of any of them the patents, trademarks or service marks of the Company. (xi) The Company does not know of any material defects of their products form in the preparation or services related filing of the patent applications of the Company. (xii) To the knowledge of the Company, the Company has complied with the U.S. Patents and Trademark Office duties of candor and disclosure for each patent and patent application of the Company. (xiii) Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company does not know of any fact with respect to the Coflex Business patent applications of the Company presently on file that (A) would preclude the issuance of patents with respect to such applications, (B) would lead it to conclude that such patents, when issued, would not be valid and enforceable in accordance with applicable regulations or (C) would result in a third party having any rights in any patents issuing from such patent applications. (xiv) The Company has taken all commercially reasonable steps to protect, maintain and safeguard each of its rights in all Intellectual Property Rights of any Person and to in each jurisdiction where the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights business of the Company or any is currently conducted, including to its knowledge, the execution of its Predecessorsappropriate nondisclosure and confidentiality agreements.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (bSection 2.25(a) Schedule 4.08 of the Disclosure Schedule sets forth a true complete and complete correct list (including particulars of registration or application for registration) of all: (i) patented or registered Intellectual Property Rights and pending patent applications and other applications for registration of Intellectual Property Rights owned or filed by or on behalf of the Company or any of its Subsidiaries; (ii) all trade names and unregistered trademarks and service marks owned or used by the Company or any of its Subsidiaries and material to the conduct of its business; (iii) all computer software owned or used by the Company or any of its Subsidiaries (other than off-the-shelf software purchased or licensed for less than a total cost of $10,000); and (iv) all material licenses or similar agreements or arrangements for Intellectual Property Rights to which the Company or any of its Subsidiaries is a party (either as a licensor or licensee). (b) Except as disclosed in Section 2.25(b) of the Disclosure Schedule: (i) the Company and each of its Subsidiaries owns and possesses all right, title and interest in and to, or has a valid and enforceable license (and such license is set forth in Section 2.25(a) of the Disclosure Schedule) to use in a manner consistent with past practice, all of the Intellectual Property Rights necessary or used for the operation of its business as currently conducted, free and clear of all issued patentsLiens; (ii) the Company and its Subsidiaries are not a party to or bound by any Contract or any other obligation that limits their ability to sell, registered trademarkstransfer, registered trade nameslicense, registered service marksassign, registered copyrights and in each case applications thereforconvey, and domain names and applications therefor, if any, or use any material Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries; (iii) all Intellectual Property Rights owned or used by the Company or any of its Subsidiaries in the operation of its business as of the date hereof will be owned or available for use by the Company or its Subsidiaries, as applicable, on identical terms and conditions immediately following the Closing; (iv) no claim by any third party contesting the validity, enforceability, use or ownership of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 any of the Disclosure ScheduleIntellectual Property Rights owned or used by the Company or any of its Subsidiaries has been made within the past six (6) years, and is currently outstanding or, to the Knowledge of the SellerCompany, all Scheduled is threatened, and to the Company’s Knowledge, there are no grounds for the same; (v) to the Company’s Knowledge, no loss or expiration of any material Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To Right owned or used by the Knowledge of the Seller, neither the Company, nor its Predecessors nor Company or any of their products or services relating to the Coflex Business has infringed upon or otherwise violatedits Subsidiaries is threatened, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and reasonably foreseeable; (vi) neither the Company nor any of its Predecessors Subsidiaries has been notified in writing of received any possible written notices of, and, to the Company’s Knowledge, there is no, infringement or other violation misappropriation by, or conflict with, any third party with respect to any Intellectual Property Right owned or used by any of them the Company or any of their products its Subsidiaries (including any demand or services related request that the Company or any of its Subsidiaries license any rights from a third party); (vii) neither the Company nor any of its Subsidiaries, to the Coflex Business of the Company’s Knowledge, has infringed, misappropriated or otherwise conflicted with any Intellectual Property Rights or other rights of any Person and third parties and, to the Knowledge of the SellerCompany’s Knowledge, there is no valid basis for any such claim. (d) To the Knowledge infringement, misappropriation or conflict which will occur as a result of the Sellercontinued operation of the business of the Company and each of its Subsidiaries as currently conducted and as currently proposed to be conducted; (viii) to the Company’s Knowledge, no Person third party has infringed, misappropriated or conflicted with any product or service of any Person is infringing upon or otherwise violating any the material Intellectual Property rights Rights of the Company or any of its PredecessorsSubsidiaries; (ix) neither the Company nor any of its Subsidiaries has developed or produced, or is presently developing or producing, any software or Intellectual Property (other than software sold or to be sold by the Company or any of its Subsidiaries in the ordinary course of business) on behalf of any Person other than the Company or any of its Subsidiaries and (x) the Company and each of its Subsidiaries have taken all necessary steps to protect, maintain and safeguard the material Intellectual Property Rights owned or used by it. (c) Except as disclosed in Section 2.25(c) of the Disclosure Schedule, each current and former employee of or consultant to the Company or any Subsidiary has executed an agreement with the Company or such Subsidiary (i) requiring such employee or consultant to maintain the confidentiality of the Company’s and/or such Subsidiary’s trade secrets and other proprietary information and (ii) acknowledging that all work, research or development produced or created by such employee or consultant shall be the sole and exclusive property of the Company and/or such Subsidiary. No current or former employee of, or consultant to, the Company or any Subsidiary owns in his/her own name, or has any other right, title or interest in or to, any material Intellectual Property Rights created or developed by such employee or consultant in the course of his/her relationship with the Company or such Subsidiary and relating to the business of the Company or such Subsidiary, and all such Intellectual Property Rights created or developed by such employee or consultant were properly assigned to the Company or such Subsidiary. (d) The computer systems, including the software, hardware, networks and interfaces, used by the Company and each of its Subsidiaries in the conduct of its business are sufficient for the immediate and future needs of the Company and each of its Subsidiaries, as currently contemplated, including as to capacity and ability to process current and anticipated peak volumes in a timely manner. (e) The software included in the Intellectual Property Rights owned or used by the Company or its Subsidiaries (collectively, the “Company Software”) is not subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that could (i) require, or condition the use or distribution of such software, on the disclosure, licensing, or distribution of any source code for any portion of such software or (ii) otherwise impose any limitation, restriction, or condition on the right or ability of the Company or any of its Subsidiaries to use, license or distribute any software. No event has occurred, and no circumstance or condition exists (including the consummation of the Transactions), that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery, license, or disclosure of the source code for any Company Software to any third party.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To Schedule 2.14(a) attached hereto contains a true, complete and correct list of all (i) patented and registered Intellectual Property Rights owned or used by the Knowledge Company, (ii) pending patent applications and applications for registration of other Intellectual Property Rights filed by or on behalf of the SellerCompany, (iii) computer software owned or used by the Company other than mass-marketed software purchased or licensed for less than a total cost of $10,000, (iv) trade or corporate names used by the Company, (v) material unregistered trademarks, servicemarks, and copyrights owned or used by the Company, and (vi) all licenses or similar agreements or arrangements for Intellectual Property Rights to which the Company is a party, either as licensee or licensor. (b) Except as set forth on Schedule 2.14(b) attached hereto and except as set forth in Section 2.14(f) below, the Company ownsowns all right, title and interest to, or is licensed or otherwise has the right to use pursuant to a valid, enforceable and effective license, free and clear of all Liens, all material Company Intellectual Property Rights. The Company Intellectual Property Rights material to the conduct comprise all of the Coflex Business as currently conducted, and all Intellectual Property Rights material to necessary for the manufacture and sale operation of the Coflex and Cofix products outside business of the United States Company as currently conducted or as proposed to be conducted. No loss, other than (i) by expiration of patents at the end of their respective statutory terms (and not as a result of any failure by the ParentCompany to pay maintenance fees) or (ii) through non-use (and not as a result of any failure by the Company to pay renewal fees where such fees are permitted to be paid during periods of non-use), Seller or of any of its Affiliatesthe material Company Intellectual Property Rights is threatened or pending. The Company has taken all commercially reasonable action to maintain and protect the material Company Intellectual Property Rights. (bc) Except as set forth on Schedule 4.08 2.14(c) attached hereto, (i) there are no claims against the Company that were either made within the past six (6) years or are presently pending asserting the invalidity, misuse or unenforceability of any of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, Property Rights and to the Knowledge of the SellerCompany, all Scheduled there is no basis for any such claim, (ii) the Company has not infringed, misappropriated or otherwise conflicted with, and the operation of the business of the Company as currently conducted will not infringe, misappropriate or conflict with, any Intellectual Property is subsistingRights of other Persons in any material respect and the Company has not received any written notices regarding any of the foregoing (including, valid and enforceablewithout limitation, any offers to license any Intellectual Property Rights from any other Person), and all Scheduled Intellectual Property that are applications (iii) to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor no third party has infringed, misappropriated or otherwise conflicted with any of their products the Company Intellectual Property Rights. The transactions contemplated by this Agreement shall not impair in any material respect, the right, title or services relating interest of the Company in and to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the material Company Intellectual Property Rights and all of the material Company Intellectual Property Rights shall be owned or available for use by the Company immediately after the Closing on terms and conditions substantially similar to those under which the Company owned or used the material Company Intellectual Property Rights immediately prior to the Closing. (d) The computer software, computer firmware, computer hardware (whether general or special purpose), and other similar or related items of automated, computerized, and/or software system(s) (collectively, the "Computer Systems") that are used or relied on by the Company in the conduct of its business are sufficient in any material respect for the current and anticipated future needs of such business, including, without limitation as to capacity and ability to process peak volumes in a timely manner. In the past twelve months, there have been no bugs in, or failures, breakdowns, or continued substandard performance of any Personsuch Computer Systems which has caused any substantial disruption or interruption in or to the use of such Computer Systems by the Company. (e) The Company owns all right, title and interest in and to the Birds Eye ▇▇▇▇ in the Birds Eye Territory. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither Neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related predecessors-in-interest to the Coflex Business Birds Eye ▇▇▇▇ have received any notice that its use of the Birds Eye ▇▇▇▇ in the Birds Eye Territory conflicts with any Intellectual Property Rights of any Person other Person, including without limitation Unilever plc, and to the Knowledge of the Seller, there is no valid basis for any such claim. No other Person uses any trademark or owns any registration or application for any trademark likely to be confused with the Birds Eye ▇▇▇▇ in the Birds Eye Territory. Except as set forth on Schedule 2.14(b), the Company has not entered into any license agreements with any other Person for the Birds Eye ▇▇▇▇ or otherwise permitted any other person to use the Birds Eye ▇▇▇▇. There are not now and there have never been any claims against the Company or any of its predecessors-in-interest asserting the invalidity, misuse or unenforceability of the Birds Eye ▇▇▇▇, and there is no basis for any such claim. (df) To The Company owns all right, title and interest in and to the Knowledge registrations of the SellerBirds Eye ▇▇▇▇ in the Non-Use Birds Eye Territory. With respect to each country in the Non-Use Birds Eye Territory, no Person or the Company has not used the Birds Eye ▇▇▇▇ in such country since June 26, 1999. Neither the Company nor any product or service of its predecessors-in-interest to the Birds Eye ▇▇▇▇ have received any Person is infringing upon or otherwise violating notice that any of such registrations of the Birds Eye ▇▇▇▇ in the Non-Use Birds Eye Territory conflicts with any Intellectual Property rights Rights of any other Person. No other Person uses any trademark or owns any registration or application for any trademark likely to be confused with the Birds Eye ▇▇▇▇ in the Non-Use Birds Eye Territory. Except as set forth on Schedule 2.14(b), the Company has not entered into any license agreements with any other Person for the Birds Eye ▇▇▇▇ in the Non-Use Birds Eye Territory or otherwise permitted any other person to use the Birds Eye ▇▇▇▇ in the Non-Use Birds Eye Territory. There are not now and there have never been any claims against the Company or any of its Predecessorspredecessors-in-interest asserting the invalidity, misuse or unenforceability of the Birds Eye ▇▇▇▇ in the Non-Use Birds Eye Territory or petitioning to cancel any of the registrations of the Birds Eye ▇▇▇▇ in the Non-Use Birds Eye Territory.

Intellectual Property Rights. Except as to matters that individually The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, domain names, technology, know-how and other intellectual property (including all registrations and applications for registration of any of the foregoing and all goodwill associated with any of the foregoing) described in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the SellerRegistration Statement, the Time of Sale Prospectus and the Prospectus as being owned (“Company owns, Owned Intellectual Property”) or is licensed by them (“Company Licensed Intellectual Property”) or otherwise has the right to use all Intellectual Property Rights material to which are necessary for the conduct of the Coflex Business as currently conductedtheir respective businesses (collectively, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licenses with respect to Intellectual Property that is disclosed in Schedule 4.08 the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; (ii) all Company Owned Intellectual Property is free and clear of all liens, encumbrances, or defects; (iii) there is no infringement by third parties of any Intellectual Property; (iv) the Company and its subsidiaries are not infringing or misappropriating the intellectual property rights of third parties; and (v) the Company and its subsidiaries are the sole owners of the Disclosure ScheduleCompany Owned Intellectual Property and have the valid and enforceable right to use the Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to the co-owner, as applicable. The Company and its subsidiaries have taken reasonable steps necessary to secure assignments to their title, rights and interests in the Company Owned Intellectual Property from their employees, consultants, agents and contractors and to the Knowledge Company’s knowledge, no employee of the SellerCompany or its subsidiaries is in or has been in violation of any term of any employment contract, all Scheduled patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries. There is no pending or, to the Company’s knowledge, threatened or notices of action, suit, proceeding or claim by others: (A) challenging the Company and its subsidiaries’ rights in or to any Intellectual Property is subsisting, valid and enforceableProperty, and all Scheduled Intellectual Property that the Company and its subsidiaries are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights unaware of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid facts which would form a reasonable basis for any such action, suit, proceeding or claim. ; (dB) To challenging the Knowledge validity, enforceability or scope of any Intellectual Property, and the SellerCompany and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, no Person suit, proceeding or claim; or (C) asserting that the Company or its subsidiaries infringe, misappropriate or otherwise violate, or would, upon the manufacturing or commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company and its subsidiaries are unaware of any Person is infringing upon facts which would form a reasonable basis for any such action, suit, proceeding or otherwise violating claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and, to the knowledge of the Company, all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company and its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries. No government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property rights that is owned or purported to be owned by the Company and its subsidiaries that would confer upon any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property. The Company and its subsidiaries have taken commercially reasonable actions in accordance with customary industry practice to maintain and protect all Intellectual Property owned by or exclusively licensed to the Company or any its subsidiaries, including the maintenance and protection of its Predecessorsall trade secrets, know-how and other confidential information.

Intellectual Property Rights. Except as to matters that individually otherwise expressly disclosed or described in the aggregate Disclosure Package and the Prospectus, the Company and its Subsidiaries own or possess valid and enforceable licenses or other rights to use all trademarks, trade names, service marks, patent rights (including all patents and patent applications), copyrights, domain names, licenses, approvals, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions, trade secrets, technologies, proprietary techniques (including processes and substances) and other similar rights (collectively, "Intellectual Property Rights") reasonably necessary to conduct its business as now conducted and as currently contemplated to be conducted as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, free and clear of all liens, claims and encumbrances, other than as described in the Registration Statement, the Disclosure Package and the Prospectus; and the expected expiration of any of such Intellectual Property Rights would not have result in a Material Adverse Effect: (a) To Change. Other than as described in the Knowledge of the SellerRegistration Statement, the Company owns, or is licensed or otherwise has Disclosure Package and the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or Prospectus: (i) there are no third parties who have any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and rights in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To that could preclude the Knowledge Company and its Subsidiaries from conducting their business as currently conducted or as presently contemplated to be conducted as described in the Registration Statement, the Disclosure Package and the Prospectus; (ii) there are no pending or, to the best knowledge of the SellerCompany, there is no suitthreatened actions, claimsuits, actionproceedings, investigation investigations or proceeding pending or threatened with respect thereto, and neither claims by others challenging the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its PredecessorsSubsidiaries (or if the Intellectual Property Rights are licensed to the Company or any of its Subsidiaries, the licensor thereof) in any Intellectual Property owned or licensed to the Company and its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries nor (if the Intellectual Property Rights are licensed to the Company and its Subsidiaries) the licensor thereof has infringed, or received any notice of infringement of or conflict with, any rights of others with respect to the Intellectual Property; and (iv) there is no dispute between any of the Company and its Subsidiaries and any licensor with respect to any Intellectual Property Right. The Company and its Subsidiaries have taken all steps necessary or appropriate to protect, maintain and safeguard the Intellectual Property Rights for which improper or unauthorized disclosure would impair its value or validity and has entered into appropriate and enforceable (i) nondisclosure and confidentiality agreements, (ii) invention assignment and other assignment agreements with all current employees and contractors, and all past employees and contractors to the extent material to the business of the Company and its Subsidiaries, and (iii) has made appropriate filings and registrations in connection with the foregoing.

Intellectual Property Rights. Except as 3.1 SoftFluent’s intellectual property rights in and to matters that individually the CodeFluent Entities Software and defence of infringement actions SoftFluent, its suppliers and their successors or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge assigns own all of the Sellerintellectual property rights in and to the CodeFluent Entities Software and any upgrades thereof and, more generally, any material or information that may be made available to the Company ownsCustomer under this ▇▇▇▇, including any databases, management tools, platforms, web pages, text, photographs, pictures, icons, sound or videos. All of this material is licensed confidential information and trade secret of SoftFluent, irrespective of whether or not such items are covered by patent or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conductedprotected under applicable legislation, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller copyright or any industrial or intellectual property rights or otherwise. The Customer hereby acknowledges and agrees that it has been informed that the CodeFluent Entities Software generates source codes compiled exclusively on the basis of its Affiliates. (b) Schedule 4.08 of Microsoft’s standard compilation software integrated into the Disclosure Schedule sets forth a true and complete list of all issued patentsSoftware. Said compilation software is, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of on the date of this Agreement (“Scheduled Intellectual Property”)its installation by the Customer, free of use and free of charge. Except as disclosed However, the Customer acknowledges and agrees that in Schedule 4.08 the event that the compilation software should be subject to any restrictions on use and/or royalties imposed by Microsoft, SoftFluent will notify the Customer and the Customer agrees to comply with any terms of use that may be imposed by Microsoft. SoftFluent agrees to defend the Disclosure ScheduleCustomer against any third-party claims or court actions aiming to show that the CodeFluent Entities Software, including any upgrades thereof, breaches their intellectual property rights, and to pay the Knowledge amount ordered under any final adverse court decision (or settlement agreements to which SoftFluent may be a party) further to such claim or action. However, any such claim or action must be notified to SoftFluent in writing and without delay, and SoftFluent must have exclusive control over the defence or settlement of such claim or action. The Customer agrees to provide reasonable assistance to SoftFluent in connection with this defence. SoftFluent will refund any costs reasonably incurred by the Customer regarding said assistance. SoftFluent’s obligations will not apply to any such claims, actions or final adverse decisions as may be based on: (i) any software developed by the Customer based on the CodeFluent Entities Software; (ii) changes made by the Customers to the CodeFluent Entities Software; (iii) the Customer’s distribution of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications CodeFluent Entities Software to registered are pending and in good standing. any third parties; or (civ) To the Knowledge any use of the Seller, neither CodeFluent Entities Software for the Company, nor its Predecessors nor benefit of third parties. The Customer hereby agrees to indemnify and hold SoftFluent harmless against any expenses or damages it may incur as a result of their products such claims or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimactions. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except The Company and its Subsidiaries own, possess, license or have other adequate rights to use, on reasonable terms, all material patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property necessary for the conduct of the Company’s and each of its Subsidiary’s business as now conducted (collectively, the “Intellectual Property”), except to matters that individually the extent such failure to own, possess or in the aggregate have other rights to use such Intellectual Property would not have result in a Material Adverse Effect: . Except as set forth in the Disclosure Package and the Prospectus: (a) To no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Knowledge Company or its Subsidiaries; (b) to the knowledge of the SellerCompany, there is no material infringement by third parties of any such Intellectual Property owned by or exclusively licensed to the Company or its Subsidiaries; (c) the Company is not aware of any defects in the preparation and filing of any of material patent applications, as listed in Exhibit E, within the Intellectual Property; (d) to the knowledge of the Company, the Company ownsmaterial patent applications, or is licensed or otherwise has as listed in Exhibit E, within the right to use all Intellectual Property Rights material are being prosecuted so as to avoid the abandonment thereof; (e) to the conduct knowledge of the Coflex Business Company, the material patents, as currently conductedlisted in Exhibit E, and all within the Intellectual Property Rights material are being maintained and the required maintenance fees (if any) are being paid; (f) there is no pending or, to the manufacture and sale knowledge of the Coflex and Cofix products outside of Company, threatened action, suit, proceeding or claim by others challenging the United States as currently conducted by the Parent, Seller Company’s or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and Subsidiaries’ rights in each case applications thereforor to any Intellectual Property, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that its Subsidiaries are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights unaware of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid facts which would form a reasonable basis for any such claim. ; (dg) To there is no pending or, to the Knowledge knowledge of the SellerCompany, no Person threatened action, suit, proceeding or any product claim by others challenging the validity or service scope or enforceability of any Person such Intellectual Property, and the Company and its Subsidiaries are unaware of any facts which would form a reasonable basis for any such claim; and (h) there is infringing upon no pending, or otherwise violating any Intellectual Property rights to the knowledge of the Company Company, threatened action, suit, proceeding or claim by others that the Company’s or any of its PredecessorsSubsidiaries’ business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and its Subsidiaries are unaware of any other fact which would form a reasonable basis for any such claim. To the knowledge of the Company, no opposition filings or invalidation filings have been submitted which have not been finally resolved in connection with any of the Company’s patents and patent applications in any jurisdiction where the Company has applied for, or received, a patent.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have (i) The attached Schedule of Exceptions contains a Material Adverse Effect: complete and accurate list of all (a) To registered Intellectual Property Rights owned or used by the Knowledge Company, (b) pending applications for registrations of Intellectual Property Rights filed by the SellerCompany, (c) material unregistered trade names and corporate names owned or used by the Company ownsand (d) material unregistered trademarks, service marks, copyrights, mask works and computer software owned or used by the Company. The Schedule of Exceptions also contains a complete and accurate list of all licenses and other rights granted by the Company to any third party with respect to any Intellectual Property Rights and all licenses and other rights granted by any third party to the Company with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. The Company owns all right, title and interest to, or is licensed or otherwise has the right to use pursuant to a valid license, all Intellectual Property Rights necessary for the operation of the businesses of the Company as presently conducted and as presently proposed to be conducted, free and clear of all Liens. No loss or expiration of any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the Company or any which would reasonably be expected to have a material to adverse effect on the conduct of the Coflex Business as currently conductedCompany's business is, to the best of the Company's knowledge, threatened, pending or reasonably foreseeable. The Company has taken all reasonably necessary actions to maintain and all protect the Intellectual Property Rights material which it owns. To the best of the Company's knowledge, the owners of any Intellectual Property Rights licensed to the manufacture Company have taken all reasonably necessary actions to maintain and sale of protect the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its AffiliatesIntellectual Property Rights which are subject to such licenses. (ii) Except as set forth in the Schedule of Exceptions, (a) the Company owns all right, title and interest in and to all of the Intellectual Property Rights listed on such schedule, free and clear of all Liens, (b) Schedule 4.08 there have been no claims made against the Company asserting the invalidity, misuse or unenforceability of any of such Intellectual Property Rights, and, to the best of the Disclosure Schedule sets forth Company's knowledge, there are no grounds for the same, (c) the Company has not received any notices of, or is aware of any facts which indicate a true likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to such Intellectual Property Rights (including, without limitation, any demand or request that the Company license any rights from a third party), (d) the conduct of the Company's business has not infringed, misappropriated or conflicted with and complete list does not infringe, misappropriate or conflict with any Intellectual Property Rights of all issued patentsother Persons, registered trademarksnor would any future conduct as presently contemplated infringe, registered trade names, registered service marks, registered copyrights and in each case applications thereformisappropriate or conflict with any Intellectual Property Rights of other Persons, and domain names and applications therefor(e) to the best of the Company's knowledge, if any, the Intellectual Property Rights owned by or licensed to the Company as of the date of has not been infringed or misappropriated by other Persons. The transactions contemplated by this Agreement (“Scheduled Intellectual Property”). Except as disclosed shall not have a material adverse effect on the Company's right, title and interest in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights listed on the Schedule of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimExceptions. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually The Company owns or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the unrestricted right to use all patents, patent applications, patent rights, registered and unregistered trademarks, trademark applications, tradenames, service marks, service ▇▇▇▇ applications, copyrights, internet domain names, computer programs and other computer software, inventions, know-how, trade secrets, technology, proprietary processes, trade dress, software and formulae (collectively, "INTELLECTUAL PROPERTY RIGHTS") used in, or necessary for, the operation of its Business as currently conducted or proposed to be conducted. Except as set forth on the Company Disclosure Schedule, to the Company's knowledge, the use of all Intellectual Property Rights material to necessary or required for the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except presently conducted and as disclosed in Schedule 4.08 of the Disclosure Schedule, and proposed to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products be conducted does not infringe or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, violate the Intellectual Property Rights of any Personperson or entity. To Except in the Knowledge ordinary course of the Seller, there is no suit, claim, action, investigation business or proceeding pending or threatened with respect thereto, and neither except as described on the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related Disclosure Schedule, to the Coflex Business of Company's knowledge: (a) the Company does not own or use any Intellectual Property Rights pursuant to any written license agreement; and (b) the Company has not granted any person or entity any rights, pursuant to a written license agreement or otherwise, to use the Intellectual Property Rights. All license agreements relating to Intellectual Property Rights of any Person are binding and to the Knowledge of the Seller, there is no valid not, under any of such licenses, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default, or would constitute a basis for any such claim. (da claim on non-performance) To on the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights part of the Company or, to the knowledge of the Company, any other party thereto. The Company Disclosure Schedule contains a list of all patents, trademarks and domain names owned or any of its Predecessorslicensed by the Company.

Intellectual Property Rights. 4.1 The Licensed Software contains substantial know-how of the University, and Licensee shall employ reasonable security precautions to maintain the nondisclosure or confidentiality of such know-how. As to system information or other information furnished to Licensee by the University, Licensee shall at all times prevent disclosure or dissemination of the know-how embodied therein to any person, firm, organization, or employee, except as necessary to exercise the rights granted to Licensee hereunder, provided such person, firm, organization, or employee has agreed to comply with the terms of this License Agreement relating to the same. 4.2 Except as otherwise provided herein, the University claims and reserves all rights and benefits afforded under federal and international copyright law in all programming and documentation comprising Licensed Software as copyrighted works. 4.3 Other than the rights granted under the terms of this Agreement, Licensee obtains no right, title, or interest in or to matters that individually any University copyright, trademark, patent, or other intellectual property right relating to the Licensed Software, and will not remove, alter, cover or obscure any copyright, patent, trademark or other intellectual property notice on the Licensed Software or any portion thereof. 4.4 If Licensee management or designated person(s) specified in Article 15 become aware of the aggregate would not have a Material Adverse Effect: following, they will (a) To notify the Knowledge University immediately of the Sellerunauthorized possession, the Company ownsuse or knowledge of any Licensed Software, materials, other items or is licensed confidential information or otherwise has the right to use all Intellectual Property Rights material know-how supplied or made available to the conduct of the Coflex Business as currently conductedLicensee under this License Agreement, by a person or organization not authorized by this License Agreement to have such possession, use or knowledge and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true assist in correcting any such unauthorized possession, use or knowledge and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) cooperate with the University in any litigation against third parties deemed necessary by the University to protect it intellectual property. 4.5 To assist the Knowledge University in the protection of its intellectual property, the Licensee will provide to the University, upon written request of the SellerUniversity, neither the Company, nor its Predecessors nor any of their products or services Licensee's confidentiality policies and procedures relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge safeguarding of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, University's Licensed Software and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimintellectual property material. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (ai) To the Knowledge of the Seller, the Company Seller owns, or is licensed or otherwise has the right entitled to use exercise, without restriction, all Intellectual Property Rights material to the conduct without any conflict or infringement of the Coflex Business as currently conducted, and all rights of others. All of such Intellectual Property Rights material are set forth in Schedule 1.1(e). (ii) Schedule 1.1(e) also lists with respect to the manufacture Business (i) all patents and sale of all registered copyrights, trade dress, trade names, trademarks, service marks and other company, product or service identifiers and mask work rights included in the Coflex Intellectual Property Rights, and Cofix products outside of specifies the United States jurisdictions in which each such Intellectual Property Right has been registered, including the respective registration numbers; (ii) all licenses, sublicenses and other agreements as currently conducted by the Parent, to which Seller is a party and pursuant to which Seller or any other person is authorized to use any Intellectual Property Right (other than licenses entered into in the ordinary course of its Affiliatesbusiness); and (iii) all parties to whom Seller has delivered copies of Seller source code, whether pursuant to an escrow arrangement or otherwise, or parties who have the right to receive such source code. Copies of all such licenses, sublicenses, and other agreements identified pursuant to clause (ii) above have been delivered by Seller to Purchaser. (biii) Schedule 4.08 Seller is not, or as a result of the Disclosure Schedule sets forth a true execution and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date delivery of this Agreement (“Scheduled Intellectual Property”). Except as disclosed or the performance of Seller's obligations hereunder will not be, in violation of, or lose or in any way impair any material rights pursuant to any license, sublicense or agreement described in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing1.1(e). (civ) To Seller is the Knowledge absolute owner or licensee of, with all necessary right, title and interest in and to (free and clear of the Sellerany liens, neither the Company, nor its Predecessors nor any of their products encumbrances or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violatingsecurity interests), the Intellectual Property Rights and has rights to the use, sale, license or disposal thereof or the material covered thereby in connection with the services or products in respect of which the Intellectual Property Rights are being used. To Seller's knowledge, Seller has taken all commercially reasonable actions and made all applications and filings pursuant to applicable laws reasonably necessary to perfect or protect its interests in such Intellectual Property Rights. (v) No claims with respect to the Intellectual Property Rights have been asserted or, to the knowledge of Seller, are threatened by any person, and Seller has no knowledge of any Person. claims (i) to the effect that the manufacture, marketing, license, sale or use of any product as now used or offered or as now proposed for use or sale by Seller infringes any copyright, patent, trade secret, or other intellectual property right of any third party or violates any license or agreement with any third party, (ii) contesting the right of Seller to use, sell, license or dispose of any Intellectual Property Rights, or (iii) challenging the ownership, validity or effectiveness of any of the Intellectual Property Rights. (vi) To the Knowledge of Seller's knowledge, all patents and registered trademarks, service marks and registered copyrights held by Seller are valid and subsisting. (vii) To the Seller's knowledge, there has not been and there is no suitnot now any unauthorized use, claim, action, investigation infringement or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing misappropriation of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights by any third party, including, without limitation, any service provider of Seller; Seller has not been sued or charged as a defendant in any claim, suit, action or proceeding which involves a claim of infringement of any Person patents, trademarks, service marks, copyrights or other intellectual property rights and which has not been finally terminated prior to the date hereof; there are no such charges or claims outstanding; and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.'s

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the SellerThe Company Group owns or has written licenses to use, the Company ownstransfer, or is licensed or otherwise has the right to use license and sublicense all material Intellectual Property Rights material that are necessary to conduct the conduct of the Coflex Business as currently conducted. Section 4.10(a) of the Sellers Disclosure Schedule sets forth, and all for the Intellectual Property Rights owned by the Company Group, a complete and accurate list of all domestic and foreign (i) patents and patent applications, (ii) trademark or service ▇▇▇▇ registrations and applications for registration thereof, (iii) material to unregistered trademarks and trade names, (iv) copyright registrations and applications for registration thereof, (v) material unregistered copyrights (other than in Software), and (vi) internet domain names and registrations, including for each item listed, as applicable, the manufacture and sale owner, the jurisdiction, the application/serial number, the patent/registration number, the filing date, the issuance/registration date. The registrations set forth on Section 4.10(a) of the Coflex Sellers Disclosure Schedule are valid and Cofix products outside of the United States as currently conducted by the Parentsubsisting, Seller in full force and effect and have not been cancelled, expired or any of its Affiliatesabandoned. (b) Schedule 4.08 Section 4.10(b) of the Sellers Disclosure Schedule sets forth a true true, correct and complete list of all issued patentsmanuals, registered trademarksprocess technology documents and other documentary records in which any Business Know-How used in the operation of the Business is memorialized. (c) At no point in the past three (3) years has the conduct of the Business infringed, registered trade namesmisappropriated, registered service marksdiluted, registered copyrights and in each case applications thereforviolated or constituted an unauthorized use or misappropriation of any Intellectual Property Rights of any Person. Except as set forth on Section 4.10(c) of the Sellers Disclosure Schedule, and domain names and applications thereforto the Knowledge of Sellers, if anyno Person is misappropriating, infringing, diluting or violating any Intellectual Property Rights owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimGroup. (d) To the Knowledge Except as set forth on Section 4.10(d) of the SellerSellers Disclosure Schedule, no Person or any product or service of any Person is infringing upon the Company Group does not own, license, lease or otherwise violating use any Software in connection with the operation of the Business as currently conducted, other than off-the-shelf Software which has not been modified or misused, and no other Software is necessary to conduct the Business as presently conducted. (e) The Company Group uses and has used commercially reasonable measures to maintain, protect and enforce the material Intellectual Property rights Rights used in the Business, including all proprietary and confidential information of the Company or any of its PredecessorsGroup.

Intellectual Property Rights. Except The Company and each of its Subsidiaries owns, possesses, can acquire on what it believes to be reasonable terms, or has valid, binding, enforceable, and sufficient rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, copyrights, licenses, formulae, inventions, customer lists, technology, know-how, trade secrets and similar rights including, without limitation (a) all computer programs and other software, whether in source code, object code or other form, including (i) software implementations of algorithms, models and methodologies, including libraries and subroutines, (ii) databases and other compilations and collections of data or information, including all data and information included therein, (iii) descriptions, flow-charts, architectures, development tools and other materials used to design or develop any of the foregoing and (iv) all documentation, including development, diagnostic, support, user and training documentation related to any of the foregoing and (b) all systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and inventions and any other information meeting the definition of a trade secret under the Uniform Trade Secrets Act or similar laws (collectively, “Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to matters any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. To the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate would not have aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all . The Intellectual Property Rights material owned and licensed by the Company and its Subsidiaries have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the conduct Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of the Coflex Business as currently conductedany such Intellectual Property Rights, and all Intellectual Property Rights material the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Effect. There is no pending or, to the manufacture and sale of Company’s knowledge, threatened action, suit, proceeding or claim by others that the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller Company or any of its Affiliates. (b) Schedule 4.08 Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Effect. To the Company’s knowledge, no employee of the Disclosure Schedule sets forth Company or its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a true former employer where the basis of such violation relates to such employee’s employment with the Company or its Subsidiaries, or actions undertaken by the employee while employed with the Company or its Subsidiaries and complete list could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. To the knowledge of all issued patentsthe Company, registered trademarksthe Company’s owned and licensed patents are valid and enforceable and the U.S. patents owned and licensed by the Company are entitled to a statutory presumption of validity. To the knowledge of the Company, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, none of the patents owned by or licensed to by the Company as of the date of this Agreement (“Scheduled Intellectual Property”)are unenforceable or invalid. Except as disclosed in Schedule 4.08 of the Disclosure ScheduleThe Company, and to the Knowledge Company’s knowledge its patent counsel, have complied with the duty of candor and good faith in dealing with the U.S. Patent and Trademark Office and any similar duties in dealing with similar foreign intellectual property office. There are no material defects in the preparation and filing of any of the SellerCompany’s owned or licensed patents and patent applications. To the Company’s knowledge, all Scheduled Intellectual Property is subsisting, valid material technical information developed by and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating belonging to the Coflex Business Company and its Subsidiaries which has infringed upon or otherwise violated, not been patented has been kept confidential or is infringing upon unpatentable. The Company is not a party to or otherwise violatingbound by any options, licenses or agreements with respect to the Intellectual Property Rights of any Personother person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. To The Registration Statement, the Knowledge Pricing Disclosure Package and the Prospectus contain in all material respects the same description of each license and royalty obligation set forth therein. The Company is not obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company’s Intellectual Property Rights other than as disclosed in the Registration Statement and the Prospectus. Except as set forth on Schedule 2.34, the Company has not breached any contract in connection with any of Company’s Intellectual Property Rights. No breach has a Material Adverse Effect. None of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither technology employed by the Company nor or its Subsidiaries has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company and its Subsidiaries or, to the Company’s knowledge, any of its Predecessors has been notified officers, directors or employees, or otherwise in writing violation of the rights of any possible infringement or other violation persons. The Company and its Subsidiaries have taken reasonable steps necessary to secure interests in the intellectual property developed by any of them or any their employees, consultants, agents and contractors in the course of their products or services related service to the Coflex Business Company, including the execution of valid assignment and non-disclosure agreements for the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights benefit of the Company or its Subsidiaries by such employees, consultants, agents and contractors under which they have assigned, to the Company or its Subsidiaries, all of their right, title and interest in and to any Intellectual Property Rights developed by them in the course of their service to the Company or its PredecessorsSubsidiaries and used in or related to the business of the Company or its Subsidiaries, subject to applicable law.

Intellectual Property Rights. Except (i) The Company and the Subsidiaries own, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights and other similar rights that are necessary or material for use in connection with their respective businesses as described in the Company Reports and which the failure to matters that so have could, individually or in the aggregate would not aggregate, have or reasonably be expected to result in a Material Adverse Effect: Effect (a) To the Knowledge of the Sellercollectively, the Company owns, or is licensed or otherwise has the right to use all “Intellectual Property Rights material to Rights”). Schedule 3.1(p) sets forth, for the conduct Company’s owned and licensed Intellectual Property Rights, a complete and accurate list of the Coflex Business as currently conductedall United States, international and foreign patent, copyright, trademark, service ▇▇▇▇, trade dress, and all Intellectual Property Rights material to domain name registrations and current applications, indicating, where applicable, for each applicable jurisdiction, the manufacture registration number (or application number) and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller date issued or any of its Affiliatesfiled. (bii) Schedule 4.08 Neither the Company or any Subsidiary, nor to the knowledge of the Disclosure Schedule sets forth a true and complete list of all issued patentsCompany, registered trademarksany employee, registered trade namesofficer, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by director or licensed consultant to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Scheduleor its Subsidiaries, and to the Knowledge of the Sellerhas intentionally misappropriated any patent, all Scheduled Intellectual Property is subsistinginvention, valid and enforceableprocess, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Sellermethod, neither the Companycompound, nor its Predecessors nor any of their products design, formula or services relating to the Coflex Business has infringed upon other proprietary or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights intellectual property rights of any third Person. To the Knowledge knowledge of the SellerCompany, there is no suitthe practice of the Intellectual Property Rights, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither as practiced by the Company nor and the Subsidiaries prior to the Initial Closing, does not infringe or otherwise violate any of its Predecessors has been notified in writing proprietary rights of any possible third Person and except as set forth in Schedule 3.1(p), the Company and the Subsidiaries have not received any written notice alleging any such infringement or other violation by any of them or any of their products or services related prior to the Coflex Business Initial Closing Date. The consummation of the transactions contemplated by this Agreement and the Transaction Documents and, to the Company’s knowledge, the use by the Company and the Subsidiaries immediately after the Initial Closing of the Intellectual Property Rights will not infringe or otherwise violate any proprietary rights of any Person and to third Person. To the Knowledge knowledge of the SellerCompany, there is are no valid basis for rights owned by any such claim. (d) To third party which would prevent the Knowledge of the Sellerdevelopment, no Person manufacture, operation, sale or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of use by the Company or any Affiliate of its Predecessorsthe Company of any Product or that would materially impede the ongoing operation of the business. The Company and the Subsidiaries have received no written notice from a third Person that threatens legal proceedings against the Company or a Subsidiary if the Company or Subsidiary does not execute a license with such third Person, to use such third Person’s intellectual property rights that such third Person claims apply to any Product. (iii) The Company and the Subsidiaries have taken all reasonable steps to protect the confidentiality of all Intellectual Property Rights, including entering into appropriate forms of confidentiality and assignment agreements with all employees and consultants having access to confidential information requiring them not to disclose such information or to use the same for their own benefit or for the benefit of any other Person. To the knowledge of the Company, no Person is in breach of any such Confidentiality and Assignment Agreement in any respect that could adversely affect the Intellectual Property Rights or the Company’s rights therein.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (bSection 4.20(a) Schedule 4.08 of the Disclosure Schedule sets forth a true an accurate and complete list of all issued Vaxis Intellectual Property Rights, including without limitation (i) patents, registered trademarksapplications for patents, registered trade names, registered registrations of trademarks (including service marks, registered ) and applications therefor and registrations of copyrights and in each case applications therefor, and domain names and applications therefor, if any, therefor that are owned by Vaxis; (ii) unexpired licenses relating to Vaxis Intellectual Property Rights that have been granted to or licensed by Vaxis; and (iii) other agreements, including but not limited to the Company as options to other Intellectual Property Rights, relating to Intellectual Property Rights that are part of the date business of this Agreement Vaxis as presently conducted and as proposed to be conducted. (“Scheduled Intellectual Property”). b) Except as disclosed specifically identified in Schedule 4.08 Section 4.20 of the Disclosure Schedule, Vaxis is the sole beneficial and registered owner of the Intellectual Property listed and described in such Schedule (such Intellectual Property owned by Vaxis being referred to herein as the "Owned Intellectual Property"), with good and marketable title thereto, free and clear of any Claims and Encumbrances or obligations to make any past, present or future payments to or confer any benefit on any other Person. Vaxis is exclusively entitled to possess, use, transfer, license and exploit the Owned Intellectual Property, without the consent or permission of or payment to any third party. Except as set out in Section 4.20 of the Disclosure Schedule, no Person other than Vaxis has any Intellectual Property Rights in or to the Knowledge Owned Intellectual Property or any aspect or component thereof. There has been no sale, transfer or assignment of the Seller, all Scheduled Owned Intellectual Property is subsistingor any granting of any agreement or right capable of becoming an agreement or option for the purchase, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingtransfer or assignment of any such assets. (c) To With respect to any Intellectual Property used in whole or in part in or required for the Knowledge carrying on of the Sellerbusiness of Vaxis as conducted and as proposed to be conducted, neither or otherwise held by Vaxis, of which Vaxis is not the Companysole beneficial and registered owner, nor its Predecessors nor any as identified in Section 4.20 of their products the Disclosure Schedule (such Intellectual Property being referred to herein as "Third Party Intellectual Property"), Vaxis has been granted all necessary rights for the continuing use of such Third Party Intellectual Property in the business of Vaxis as conducted and as proposed to be conducted, pursuant to valid, written agreements. All such agreements are in good standing and no breach or services relating default by Vaxis or, to the Coflex Business knowledge of Vaxis, by any other party thereto, has infringed upon occurred thereunder. All assignment of Intellectual Property rights to Vaxis have been properly executed and duly recorded. (d) Except as otherwise specifically identified in Section 4.20 of the Disclosure Schedule, Vaxis has not granted any license, waiver or otherwise violated, other right to any other Person with respect to the Owned Intellectual Property. (e) All registrations or is infringing upon or otherwise violating, the issuances of Intellectual Property Rights in any jurisdiction, and all applications in any jurisdiction for any such issuances or registrations, by or for the benefit of any Person. To the Knowledge Vaxis, as listed in Section 4.20 of the SellerDisclosure Schedule, there is no suitare unexpired, claimhave not been abandoned, actionare recorded in the name of Vaxis and, investigation to the knowledge of Vaxis, are valid and enforceable. No registrations or proceeding pending issuances of Intellectual Property Rights in any jurisdiction, or threatened with respect theretoany application in any jurisdiction for any such issuances or registrations, and neither by or for the Company nor any benefit of its Predecessors Vaxis, as listed in Section 4.20 of the Disclosure Schedule, has been notified in writing rejected (without such rejection being subsequently withdrawn or overcome by amendment), and, to the knowledge of Vaxis, no Person has challenged the validity or opposed any possible infringement such registration or issuance. (f) All employees, consultants or other violation by any of them Persons who have been involved in the development, modification or any of their products or services related to the Coflex Business use of the Intellectual Property Rights or who have had access to confidential Technical Knowledge relating to the Intellectual Property Rights, are under a legal obligation of any Person confidentiality to Vaxis with respect to such information, have assigned all of their rights in and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property Rights to Vaxis, expressly waived any moral rights of in the Company Intellectual Property Rights and have executed written agreements with Vaxis to that effect. No such employee or any of its Predecessors.other Person has excluded in writing works or inventions made prior to his or her employment or engagement with Vaxis from his or her assignment of

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Company's Best Knowledge, each of the Seller, the Company owns, and its Subsidiaries owns or is licensed or otherwise to use all trademarks, copyrights, service marks, and applications and registrations therefor, and all trade names, domain names, web sites, customer lists, trade secrets, proprietary processes and formulae, inventions, know-how, other confidential and proprietary information, and other industrial and intellectual property rights necessary to permit each of the Company and its Subsidiaries to carry on its business as presently conducted. To the Company's Best Knowledge, each of the Company and its Subsidiaries has the right to use bring infringement actions with respect to all Intellectual Property Rights material trademarks, copyrights, service marks, trade names, domain names, trade secrets, proprietary processes and formulae, inventions, know how and other confidential and proprietary information that it owns. Except as otherwise disclosed in Schedule 4.10, all registered patents, copyrights, trademarks, and service marks owned by the Company and its Subsidiaries are in full force and effect and are not subject to any taxes or maintenance fees. Except as otherwise disclosed in Schedule 4.10, there is no pending or, to the conduct Best Knowledge of the Coflex Business as currently conductedCompany, threatened Claim or litigation against the Company or any Subsidiary contesting the right to use its intellectual property rights, asserting the material misuse of any thereof, or asserting the material infringement or other material violation of any intellectual property right of a third party. All inventions and all Intellectual Property Rights material to the manufacture and sale know-how conceived by employees of the Coflex Company or its Subsidiaries and Cofix products outside used by the Company and its Subsidiaries in the business of the United States Company and its Subsidiaries as currently conducted are owned by the Parent, Seller Company or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”)Subsidiaries. Except as disclosed on Schedule 4.10, each of the Company and its Subsidiaries has taken reasonable security measures to protect the secrecy, confidentiality, and value of its trade secrets, proprietary processes, formulae, inventions, know-how and other confidential and proprietary information. Except as otherwise disclosed in Schedule 4.08 of 4.11, no Proceedings or Claims in which the Disclosure ScheduleCompany or any Subsidiary alleges that any Person is materially infringing upon, or otherwise materially violating, any patents, trademarks, copyrights, service marks, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid applications and enforceableregistrations therefor are pending, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To none have been served by, instituted or asserted by the Knowledge of the Seller, neither the CompanyCompany or any Subsidiary, nor its Predecessors are any Proceedings or Claims threatened alleging any such material violation or material infringement, nor does the Company or any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights Subsidiary know of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimProceedings or Claims. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Schedule 5.9 contains a complete and accurate list of all Patents (as defined below) owned by any of the Seller, the Company owns, or is licensed Companies or otherwise has used in the right to use all Intellectual Property Rights material to the conduct business of the Coflex Business Companies (the “Company Patents”); all registered Marks (as currently conducteddefined below), material unregistered Marks and any applications for registration of a trademark or service mark, that are o▇▇▇▇ by any of the Companies or otherwise used or held for use in the business of the Companies (the “Company Marks”); and all Intellectual Property Rights registered Copyrights (as defined below), material to the manufacture unregistered Copyrights and sale any applications for registration of a copyright, that are owned by any of the Coflex and Cofix products outside Companies or otherwise used in the business of the United States as currently conducted by the Parent, Seller or any of its AffiliatesCompanies (“Company Copyrights”). (b) Except as set forth on Schedule 4.08 5.9 or Schedule 5.10: (i) each of the Disclosure Schedule sets forth Companies exclusively owns or possesses adequate and enforceable rights to use, without payment to a true third Person, all of the Intellectual Property Assets (as defined below) necessary for the operation of the business of the Companies, free and complete list clear of all liens, except the Permitted Encumbrances; (ii) all Company Patents, Company Marks and Company Copyrights which are issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to registered with and pending applications for issuance or registration with, as applicable, the Company U.S. Patent and Trademark Office, the U.S. Copyright Office or in any similar office or agency anywhere in the world are currently in compliance with all formal legal requirements (including without limitation, as applicable, payment of the date filing, examination and maintenance fees, proofs of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 working or use, timely post-registration filing of the Disclosure Schedule, affidavits of use and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, incontestability and renewal applications) and are valid and enforceable; (iii) there are no pending, and all Scheduled or threatened actions, suits, proceedings, hearings, investigations, charges, complaints, demands or claims against any Company or any of their respective employees alleging that the use of any of the Company Intellectual Property Assets (as defined below) or the conduct of the business of the Companies, infringes, misappropriates, violates or conflicts with the rights of any third-party under any Intellectual Property Assets (“Third Party Rights”); (iv) to the best of the Companies’ knowledge, neither the conduct of the business of the Companies nor the use of any Company Intellectual Property Asset infringes, misappropriates, violates or conflicts with any Third Party Rights; (v) none of the Companies has received any written communications alleging that are applications any Company has infringed, misappropriated or violated or, by conducting the business of the Companies, would infringe, misappropriate or violate any Third Party Rights (including any claim that any Company must license or refrain from using any Third Party Rights), or that any of the Company Intellectual Property Assets is invalid or unenforceable and no action, suit, proceeding, hearing, investigation, charge, complaint, demand or claim is pending or threatened against any Company or any of its respective licensees that challenges the legality, validity, enforceability, or ownership of any Company Intellectual Property Assets; (vi) no current or former employee or consultant of any Company owns any rights in or to registered are pending any of the Company Intellectual Property Assets; (vii) Seller is not aware of any violation or infringement by a third Person of any of the Company Intellectual Property Assets; and (viii) each Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Trade Secrets (as defined below) used or held for use in good standingthe business of the Companies (the “Company Trade Secrets”). (c) To the Knowledge For purposes of the Sellerthis Agreement, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the (i) “Company Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation Assets” means all Intellectual Property Assets owned by any of them the Companies or any of their products or services related to used in the Coflex Business business of the Companies, including, without limitation, the Company Patents, Company Marks, Company Copyrights and Company Trade Secrets, and (ii) “Intellectual Property Rights of any Person Assets” means: (A) utility and to the Knowledge design patents, utility and design patent applications, patent rights, inventions and discoveries, invention disclosures (whether or not patented), designs (whether or not patented), and industrial designs and registrations and applications for registration therefor (collectively, “Patents”); (B) trade names, trade dress, logos, packaging design, slogans, Internet domain names, registered and unregistered trademarks and service marks, and related registrations and applications for registration, together with all goodwill associated therewith (collectively, “Marks”); (C) copyrights in both published and unpublished works, including, without limitation, all compilations, databases and computer programs and software, manuals and other documentation and all copyright registrations and applications, and all derivatives, translations, adaptations and combinations of the Sellerabove (collectively, there is no valid basis for any such claim“Copyrights”); (D) know-how, trade secrets, confidential or proprietary information, research in progress, algorithms, data, designs, processes, formulae, drawings, schematics, blueprints, flow charts, models, strategies, prototypes, techniques, beta testing procedures and beta testing results (collectively, “Trade Secrets”); and (E) goodwill, franchises, licenses, settlements, permits, consents, approvals, and claims of infringement against third Persons. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. (i) Except as to matters that would not, individually or in the aggregate would not aggregate, have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, and its Subsidiaries own or is licensed or otherwise has the have right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property Rights material to Property”) currently used in the conduct of the Coflex Business as currently conductedtheir respective businesses, free and clear of all liens, security interests or encumbrances and such Intellectual Property Rights material to the manufacture is subsisting and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Scheduleunexpired, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsistingCompany, valid and enforceable; (ii) the Company’s and its Subsidiaries’ conduct of their respective businesses does not materially infringe, and all Scheduled misappropriate or otherwise violate any Intellectual Property that are applications rights of any person (provided that, with respect to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violatingpatents, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there foregoing representation is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and being made to the Knowledge of the Seller, there is no valid basis for Company); (iii) the Company and its Subsidiaries have not received any such claim. written notice of any material claim relating to Intellectual Property; (div) To to the Knowledge of the SellerCompany, no Person or any product or service of any Person is infringing upon or otherwise violating any the Intellectual Property rights of the Company and its Subsidiaries is not being infringed, misappropriated or otherwise violated by any person; (v) except as described in the SEC Documents, there are no actions pending, or to the Knowledge of the Company, threatened against the Company or its PredecessorsSubsidiaries relating to Intellectual Property; and (vi) the Company and its Subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property and to require all employees and contractors (A) with access to trade secrets and confidential information to execute non-disclosure and confidentiality agreements with the Company or its Subsidiaries, as applicable and (B) who have been involved in the creation, invention or development of material Intellectual Property for or on behalf of the Company to assign in writing to the Company or its Subsidiaries, as applicable, all of their rights therein, except where the Company or its Subsidiaries, as applicable, acquired ownership of such Intellectual Property by operation of law.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company Caravelle owns, or is licensed or otherwise has the right possesses legally enforceable rights to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conductedpatents, trademarks, trade names, service marks, copyrights, and all Intellectual Property Rights any applications therefor, maskworks, net lists, schematics, technology, know-how, trade secrets, inventory, ideas, algorithms, processes, computer software programs or applications (in both source code and object code forms), and tangible or intangible proprietary information or material to (collectively, the manufacture and sale "INTELLECTUAL PROPERTY") that are used in the business of the Coflex and Cofix products outside of the United States Caravelle as currently conducted or as proposed to be conducted by the Parent, Seller or any of its AffiliatesCaravelle. (b) Schedule 4.08 Caravelle has provided Avesta and Avesta Technologies Canada with a list, and such list is set forth on the Caravelle Disclosure Schedule, of (i) all patents and patent applications and all registered and unregistered trademarks, trade names and service marks, registered and unregistered copyrights, and maskworks which Caravelle considers to be material to its business and included in the Intellectual Property, including the jurisdictions in which each such Intellectual Property right has been issued or registered or in which any application for such issuance and registration has been filed, (ii) all licenses, sublicenses and other agreements as to which Caravelle is a party and pursuant to which any person is authorized to use any Intellectual Property, and (iii) all material licenses, sublicenses and other agreements as to which Caravelle is a party and pursuant to which Caravelle is authorized to use any third party patents, trademarks or copyrights, including software (the "THIRD PARTY INTELLECTUAL PROPERTY RIGHTS") which are incorporated in, are, or form a part of any Caravelle product that is material to its business. (c) Caravelle is not aware of any unauthorized use, disclosure, infringement or misappropriation of any Intellectual Property rights of Caravelle, any trade secret material to Caravelle, or any Intellectual Property right of any third party to the extent licensed by or through Caravelle, by any third party, including any employee or former employee of Caravelle. Caravelle has not entered into any agreement to indemnify any other person against any charge of infringement of any Intellectual Property, other than indemnification provisions contained in purchase orders or customer agreements arising in the ordinary course of business. (d) Caravelle is not, nor will it be as a result of the Disclosure Schedule sets forth a true execution and complete list delivery of all issued this Agreement or the performance of its obligations under this Agreement, in breach of any license, sublicense or other agreement relating to the Intellectual Property or Third Party Intellectual Property Rights. (e) All patents, registered trademarks, registered trade namesservice marks and copyrights held by Caravelle are valid and subsisting. Caravelle (i) is not a party to any suit, registered action or proceeding which involves a claim of infringement of any patents, trademarks, service marks, registered copyrights or violation of any trade secret or other proprietary right of any third party nor, to the best knowledge of Caravelle, has any such suit, action or proceeding been threatened and in each case applications therefor(ii) has not brought any action, suit or proceeding for infringement of Intellectual Property or breach of any license or agreement involving Intellectual Property against any third party. The manufacture, marketing, licensing or sale of Caravelle's products does not infringe any patent, trademark, service ▇▇▇▇, copyright, trade secret or other proprietary right of any third party. (f) Caravelle has a policy to secure valid written assignments from all consultants and employees who contribute or have contributed to the creation or development of Intellectual Property of the rights to such contributions that Caravelle does not already own by operation of law. Each person presently employed by Caravelle, and domain names and applications thereforeach person, if anywhether presently employed by Caravelle or not, owned by or licensed who has developed technology which relates to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed , has executed a proprietary information agreement in Schedule 4.08 Caravelle's standard form a copy of which is set out in the Caravelle Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting. Such proprietary information agreements constitute legal, valid and enforceablebinding obligations of Caravelle and, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingthe best of Caravelle's knowledge, of such other persons. (cg) To Caravelle has taken all reasonable and appropriate steps to protect and preserve the Knowledge confidentiality of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or all Intellectual Property not otherwise violatedprotected by patents, or is infringing upon patent applications or otherwise violating, copyright (the Intellectual Property Rights of any Person"CONFIDENTIAL INFORMATION"). To the Knowledge best of the SellerCaravelle's knowledge, there is no suitall use, claim, action, investigation disclosure or proceeding pending appropriation of Confidential Information owned by Caravelle or threatened with respect thereto, and neither the Company nor any of its Predecessors by a third party has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related pursuant to the Coflex Business terms of a written agreement between Caravelle and such third party. To the Intellectual Property Rights best of any Person and Caravelle's knowledge, all use, disclosure or appropriation of Confidential Information not owned by Caravelle has been pursuant to the Knowledge terms of a written agreement between Caravelle and the Seller, there is no valid basis for any owner of such claimConfidential Information. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually Images of people or in places displayed on the aggregate would not have a Material Adverse Effect: (a) To Websites are either the Knowledge property of, or used with permission by, the Companies. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by this Agreement or specific permission provided elsewhere on the Websites. Any unauthorized use of the Sellerimages may violate copyright laws, trademark laws, the Company ownslaws of privacy and publicity and communications regulations and statutes. The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Websites, including, without limitation, the names “JM Family Enterprises, Inc.”, Southeast Toyota Distributors, LLC, World Omni Financial Corp., ▇▇▇ ▇▇▇▇▇ & Associates, Inc., Fidelity Warranty Services, Inc., SET, SETF, and any respective logos are registered and unregistered Trademarks of the Companies or their rightful owners. Nothing contained on the websites should be construed as granting, by implication, estoppel, or is licensed otherwise, any license or otherwise has the right to use all Intellectual Property Rights material any Trademark displayed on the Websites without the written permission of the Companies or such third party owners of the Trademarks. Any use of third party Trademarks on the Websites is done either by permission of the Trademarks’ owners, or as part of a “News” story or feature and subject to the conduct Fair Use provisions of international, Federal, and State intellectual property laws. No special association or relationship is intended by such use, and its use should not be construed as granting the Companies any official status with any third party, unless otherwise noted. Your misuse of the Coflex Business Trademarks displayed on the Websites, or any other content on the Websites, except as currently conductedprovided in this Agreement, and all Intellectual Property Rights material is strictly prohibited. You are also advised that the Companies will aggressively enforce its intellectual property rights to the manufacture and sale fullest extent of the Coflex law, including the seeking of criminal prosecution. The data and Cofix products outside content contained on or downloaded from the Websites (collectively, the “Content”) are copyrighted by the Companies, which also own a copyright of a collective work in the selection, coordination, arrangement and enhancement of the Content. Without the prior written consent of the Companies, you may only print, download or otherwise use the Content in the form of: (i) one machine-readable copy and (ii) one print copy, for your personal, non-commercial use; provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing manifestations of Content. Except as otherwise permitted under the copyright laws of the United States as currently conducted States, no other copying, distribution, redistribution, transmission, publication or use other than personal, non-commercial use of the Content is permitted without the express prior written permission of the Companies or their licensors. You agree that printing, downloading or otherwise using the Content in accordance with this Agreement does not entitle you to any ownership or intellectual property rights in the Content. You shall be solely responsible for any damage resulting from your infringement of the Companies’ intellectual property, or any other harm incurred by the ParentCompanies as a direct or indirect result of your copying, Seller distributing, redistributing, transmitting, publication or any of its Affiliates. (b) Schedule 4.08 use for purposes other than personal, non-commercial use of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by Trademarks or licensed the Content that is contrary to the Company as of the date terms and conditions of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingAgreement. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Schedule I contains a complete and accurate description and list of all registered and unregistered Company Intellectual Property on Schedule I and that are part of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its AffiliatesAcquired Assets. (b) The Company owns and possesses all right, title and interest in and to, or has the right pursuant to a valid and enforceable written license (other than shrinkwrap licenses) to use, all Company Intellectual Property set forth on Schedule 4.08 I. (c) All Persons who have contributed to the creation, invention, modification, or improvement of any Company Intellectual Property on Schedule I purportedly owned by the Company, in whole or in part, have signed written agreements (i) assigning by present assignment to the Company all Intellectual Property Rights created or developed within the scope of employment or engagement, as applicable, and (ii) protecting the trade secrets and Confidential Information of the Company, and all such assignment agreements and confidentiality agreements are, in each case, valid and are enforceable in accordance with their terms and, to the Knowledge of the Company, no Person is in breach of any such agreement. (d) No loss or expiration of any Company Intellectual Property on Schedule I is threatened or pending (other than the expiration of any registered Intellectual Property Rights at the end of their respective statutory terms). The Company has taken all commercially reasonably necessary steps to maintain and protect the Company Intellectual Property set forth on Schedule I. Each of the registered Intellectual Property Rights (or applications therefor) included in the Company Intellectual Property set forth on Schedule I is subsisting and in full force and effect and is valid and enforceable. All renewal fees in respect of each item of registered Intellectual Property Rights (or applications therefor) included in the Company Intellectual Property set forth on Schedule I have been duly paid and none of the registrations or applications are subject to any challenge, opposition, nullity proceeding or interference or threats to commence the same. (e) The Company is in compliance in all material respects with all obligations under any agreement pursuant to which the Company has obtained the right to use any third party Software, including Open Source Software, and in particular the Company, as applicable. (f) Except as set forth on the attached Schedule 3.10(f) of the Company Disclosure Schedule sets forth (i) there are no pending, or to the Company’s Knowledge threatened, claims against the Company with respect to the validity, infringement, use, ownership, or enforceability of any Company Intellectual Property on Schedule I and, to the Company’s Knowledge, there is no basis for any such claim, (ii) the Company has not received any notices of any facts which indicate a true likelihood of, any infringement, misappropriation, or violation by, or conflict with, any third party with respect to any Intellectual Property Rights (including any demand or request that the Company license any rights from a third party), (iii) to the Company’s Knowledge, the conduct of the Company’s business has not infringed, misappropriated, violated, or conflicted with, and complete list the continued conduct of all issued patentsthe Company’s businesses does not infringe, registered trademarksmisappropriate, registered trade namesviolate, registered service marksor conflict with, registered copyrights any Intellectual Property Rights of other Persons, (iv) no third party has made any written claim asserting that any Company Intellectual Property Rights on Schedule I should be transferred to or placed under the control of a third party, nor has any third party made a request or demand that any such transfer be made by the Company other than in an arm’s length transaction and in each case applications thereforexchange for full and fair market value, and domain names and applications therefor(v) to the Company’s Knowledge, if any, the Intellectual Property Rights owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”)has not been infringed, misappropriated, violated, or conflicted with by other Persons. Except as disclosed in set forth on the attached Schedule 4.08 3.10(f) of the Company Disclosure Schedule, the transactions contemplated by this Agreement and the other Transaction Documents will not have an adverse effect on the Company’s right, title or interest in and to the Knowledge of the Seller, all Scheduled Company Intellectual Property is subsisting, valid and enforceable, on Schedule I and all Scheduled Company Intellectual Property on Schedule I that are applications owned by or available for use from a third party shall continue to registered are pending be available for use by the Company on terms and in good standingconditions immediately after the Closing identical to those under which they were available for use by the Company immediately before the Closing. (cg) To the Knowledge No funding, facilities or personnel of the Sellerany Governmental Authority, neither the Companyuniversity, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violatedcollege, or is infringing upon other educational institution, research center, or otherwise violatingnonprofit organization (each, a “Government Sponsor”) have been used in connection with the development of any Intellectual Property Rights owned or purported to be owned by the Company. No Person who was involved in, or who contributed to, the authorship, conception, development, reduction to practice, modification, or improvement of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and owned or purported to be owned by the Knowledge of the SellerCompany was employed by, there is no valid basis under contract to, or performed services for any Government Sponsor during a period of time during which such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of was also performing services either for the Company or any of its Predecessorsrelated to such owned Intellectual Property Rights.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To The Company has interests in or uses only the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to disclosed in SECTION L.1(a)(v) OF THE DISCLOSURE SCHEDULE in connection with the conduct of the Coflex Business as currently conductedBusiness, each of which the Company either has all right, title and all interest in or a valid and binding license to use. No other Intellectual Property Rights material to is used or necessary in the manufacture and sale conduct of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its AffiliatesBusiness. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 SECTION 2.18 OF THE DISCLOSURE SCHEDULE, (i) the Company has the exclusive right to use the Intellectual Property disclosed in SECTION 1.1(a)(v) OF THE DISCLOSURE SCHEDULE and the Company has not granted to any third Persons, nor are there any third Persons who claim to have been granted, the rights to any Intellectual Property, (ii) all registrations with and applications to Governmental or Regulatory Authorities in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any Taxes or maintenance fees or the taking of any other actions by the Company to maintain their validity or effectiveness, (iii) there are no restrictions on the direct or indirect transfer of any license, or any interest therein, held by the Company in respect of such Intellectual Property, (iv) the Company has delivered to the Purchaser documentation with respect to any invention, process, design, computer program or other know-how or trade secret included in such Intellectual Property, which documentation is accurate in all respects and reasonably sufficient in detail and content to identify and explain such invention, process, design, computer program or other know-how or trade secret and to facilitate its full and proper use without reliance on the special knowledge or memory of any Person, (v) the Company has taken all reasonable security measures to protect the secrecy, confidentiality and value of its trade secrets in respect of the Disclosure ScheduleAssets, (vi) the Company is not, nor has it received any notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any license to use such Intellectual Property and to (vii) the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled not being infringed by any other Person. The Company has not received notice that the Company's use of the Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge or any other aspect of the SellerCompany's conduct of the Business, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the any Intellectual Property Rights of any other Person. To the Knowledge of the Seller, there no such claim is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, has been made to such effect that has not been resolved and neither the Company nor is not infringing any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any other Person and to in connection with the Knowledge use of the Seller, there is no valid basis for Intellectual Property or any such claim. (d) To the Knowledge other aspect of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights Company's conduct of the Company or any of its PredecessorsBusiness.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To The Company, together with the Knowledge of the SellerSubsidiaries, the Company ownsowned, or is was validly licensed or otherwise has possessed legally enforceable rights to use, all patents, patent rights, trademarks, trademark rights, industrial designs, industrial design rights, trade names, trade name rights, service marks, domain names, copyrights, and any applications for any of the right to use foregoing, maskworks, schematics, inventions, technology, know-how, trade secrets, ideas, algorithms, processes, computer software programs or applications (in both source code and object code form), database, and tangible or intangible proprietary or confidential information ("Intellectual Property") at all times when such Intellectual Property Rights material to was used in the conduct business of the Coflex Business Company and the Subsidiaries as currently conducted, previously conducted and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted (through and including the date hereof) by the ParentCompany and the Subsidiaries (collectively, Seller or any of its Affiliates"Company Intellectual Property"). (b) Schedule 4.08 Section 3.14(b) of the Disclosure Schedule sets forth a true Letter lists (i) all patents and complete list of patent applications and all issued patentsregistered trademarks and trademark applications, all registered trademarksindustrial designs and industrial design applications, registered trade names, names and registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to all registered copyrights included in the Company Intellectual Property, including the jurisdictions in which each such Company Intellectual Property right has been issued or registered or in which any application for such issuance and registration has been filed, (ii) all material licenses, sublicenses and other agreements other than non-exclusive licenses and sublicenses granted to customers in the ordinary course of business as to which the Company or any Subsidiary is a party and pursuant to which any third party is authorized to use any Company Intellectual Property excluding non-exclusive licenses and sublicenses granted to customers in the ordinary course of business, and (iii) all material licenses, sublicenses and other agreements as to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary is authorized to use any third-party patents, trademarks or copyrights, including software ("Third Party Intellectual Property Rights") which are incorporated in, are, or form a part of any product of the date Company or any Subsidiary. The execution and delivery of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 by the Company and the consummation of the Disclosure ScheduleMerger contemplated hereby will not cause either the Company or any Subsidiary to be in violation or default under any such license, and sublicense or agreement, nor entitle any other party to the Knowledge of the Sellerany such license, all Scheduled Intellectual Property is subsistingsublicense or agreement to terminate or modify to any material extent such license, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingsublicense or agreement. (c) To the Knowledge There is no unauthorized use, infringement or misappropriation of any Company Intellectual Property, any trade secret material of the SellerCompany or any Subsidiary or any Intellectual Property right of any third party to the extent exclusively licensed by or through the Company or any Subsidiary, neither by any third party, including any current or former employee, contractor or independent consultant, as of the Companydate hereof. (d) Neither the Company nor any Subsidiary is, nor its Predecessors nor will be, as a result of the execution and delivery of this Agreement or the performance of obligations under this Agreement, in breach of any of their products material license, sublicense or services other agreement relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Company Intellectual Property Rights of any Person. To the Knowledge or Third Party Intellectual Property Rights. (e) As of the Sellerdate hereof, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors Subsidiary has been notified sued in writing any suit, action or proceeding which involves a claim of infringement of any possible infringement patents, trademarks, industrial designs, service marks, domain names, copyrights or violation of any trade secret or other violation proprietary right of any third party. Neither (i) the conduct of the business of the Company and the Subsidiaries as previously conducted and currently conducted, through the date hereof, nor (ii) the use, through the date hereof, of the Company Intellectual Property by the Company or any Subsidiary or the sale of products, through the date hereof, by the Company or any Subsidiary, infringes or violates any license, trademark, trademark right, trade name, trade name right, industrial design, industrial design right, patent, patent right, invention, service ▇▇▇▇, domain name or copyright of any third party. No third party is, as of the date hereof, challenging the ownership or license by the Company or any Subsidiary, or the validity or effectiveness thereof, in any court proceeding to which the Company is a party, any of them the Company Intellectual Property. Neither the Company nor any Subsidiary has, as of the date hereof, brought any action, suit or proceeding for infringement of Company Intellectual Property or breach of any license or agreement involving Company Intellectual Property against any third party. As of their products or services related the date hereof, there are no pending or, to the Coflex Business knowledge of the Intellectual Property Rights of Company, threatened interference, re-examinations, oppositions or nullities involving any Person and to the Knowledge of the Sellerpatents, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person patent rights or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights applications therefor of the Company or any Subsidiary, except such as may have been commenced by the Company or any Subsidiary. As of the date hereof, neither the Company nor any Subsidiary is in breach or violation of any material license agreement, and, to the knowledge of the Company, no other party is in breach or violation of, nor is any breach or violation, to the knowledge of the Company, threatened under any material license agreement to which the Company or any Subsidiary is a party. (f) The Company and each Subsidiary have executed written agreements with all former and current employees, consultants, contractors and any and all other third parties who have ever been involved in any aspect of the design or creation of Company Intellectual Property which assign or exclusively license to the Company or such Subsidiary all necessary rights to Company Intellectual Property including necessary inventions, improvements, or discoveries of information, whether patentable or not, made by them during their service to the Company or such Subsidiary. (g) The Company and each Subsidiary have taken all reasonably necessary and appropriate steps to protect and preserve the confidentiality of all Company Intellectual Property not otherwise protected by patents, patent applications or copyright ("Confidential Information"). The Company and each Subsidiary have a policy requiring each employee, consultant and independent contractor to execute nondisclosure agreements in the Company's standard forms attached to Section 3.14(g) of the Disclosure Letter. All use, disclosure or appropriation of Confidential Information owned by the Company or any Subsidiary by a third party has been pursuant to the terms of a written agreement between the Company or such Subsidiary and such third party. All use, disclosure or appropriation of Confidential Information not owned by the Company or any Subsidiary has been pursuant to the terms of a written agreement between the Company or such Subsidiary and the owner of such Confidential Information, or is otherwise lawful, which use, disclosure or appropriation would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (h) Neither the Company nor any Subsidiary has experienced or is experiencing any material disruption or interruption of its Predecessorsbusiness or operations as a result of or related to any of its information systems, data processing and other hardware, software and other systems, facilities, programs and procedures (collectively, "Information Systems") or products failing to be Y2K Compliant. "Y2K Compliant" means, with respect to any Information System or product of the Company or any Subsidiary, that such Information System or product does not, as a consequence of the advent of the year 2000, fail to, (i) handle date information involving any and all dates before, during and/or after January 1, 2000, including accepting input, providing output and performing date calculations in whole or in part; (ii) operate accurately without interruption on and in respect of any and all dates before, during and/or after January 1, 2000 and without any change in performance; (iii) respond to and process two-digit year input without creating any ambiguity as to the century; and (iv) store and provide date input information without creating any ambiguity as to the century, in each case while still preserving the level of functionality, usability, reliability, efficiency, performance and accessibility of such data and associated programs as existed prior to any modification to such Information System or product of the Company or any Subsidiary and its constituent elements to make the same Y2K Compliant.

Intellectual Property Rights. Except as to matters that individually Ocugen and the Ocugen Subsidiaries own or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, possess adequate rights or is licensed or otherwise has the right licenses to use all trademarks, trade names, service marks, service ▇▇▇▇ registrations, service names, patents, patent rights, copyrights, original works of authorship, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor (“Intellectual Property Rights”) necessary to conduct its business as now conducted. Each license, patent or patent application wholly-owned by Ocugen or any of the Ocugen Subsidiaries and each material license, patent or patent application partially-owned by Ocugen or any of the Ocugen Subsidiaries is listed on Schedule 3(w)(i). Except as set forth in Schedule 3(w)(ii), none of Ocugen’s Intellectual Property Rights material have expired, terminated or been abandoned, or are expected to the conduct of the Coflex Business as currently conductedexpire, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parentterminate or be abandoned, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of within three years from the date of this Agreement (“Scheduled Intellectual Property”)Agreement. Except as disclosed in Schedule 4.08 Ocugen has no knowledge of any infringement by Ocugen or the Disclosure Schedule, and to the Knowledge Ocugen Subsidiaries of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of Ocugen or any Person. To the Knowledge of the SellerOcugen Subsidiaries, there is no suitbeing threatened, claim, action, investigation against Ocugen or proceeding pending or threatened with respect thereto, and neither any of the Company Ocugen Subsidiaries regarding its Intellectual Property Rights. Neither Ocugen nor any of its Predecessors has been notified in writing the Ocugen Subsidiaries is aware of any possible infringement facts or other violation by circumstances which might give rise to any of them the foregoing infringements or any claims, actions or proceedings. Ocugen and the Ocugen Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their products or services related to the Coflex Business all of the its Intellectual Property Rights of any Person that have been developed by Ocugen and to the Knowledge of the Seller, there is no valid basis for any such claimOcugen Subsidiaries. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Summary details of all registered Intellectual Property (and any applications for any such rights) owned by each of the Seller, Group Companies are set out in the Company owns, or is licensed or otherwise has Disclosure Letter and such Intellectual Property rights are owned legally and beneficially by the right to use Group Companies free of all Encumbrances. Summary details of all Intellectual Property Rights material to the conduct licensed-in by each of the Coflex Business as currently conducted, and all Intellectual Property Rights material to Group Companies are also set out in the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its AffiliatesDisclosure Letter. (b) Schedule 4.08 of All unregistered Intellectual Property owned by the Disclosure Schedule sets forth a true and complete list Group Companies is legally or beneficially owned by the relevant Group Company free of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingEncumbrances. (c) To All renewal fees and other official registry fees due and payable by the Knowledge date of this agreement in respect of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the registered Intellectual Property Rights required to be disclosed pursuant to paragraph 3.5(a) have been paid, and all actions required to be taken before the date of this agreement for the prosecution of any Person. To the Knowledge of the Sellersuch application, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has have been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimtaken. (d) To Copies of all material licences, assignments and research and development agreements relating to Intellectual Property (including, without limitation, research and development agreements) relating to the Knowledge business of the SellerGroup Companies (IP Agreements), with the exception of any such licences implied in the supply of goods (other than the Products) or services or for the use of retail or off-the-shelf software applications, have been provided to the Purchaser in the Data Room and no Group Company is, and, so far as the Warrantors are aware, no Person or any product or service other third party thereto is, in material breach of any Person is infringing upon IP Agreement. (e) So far as the Warrantors are aware, since 12 February 2004, there has been no material unauthorised use or otherwise violating infringement by any person of the Intellectual Property owned by the Group Companies or the Elan Licensed IPR. (f) So far as the Warrantors are aware, the business operations of the Group Companies as conducted at the date of this agreement do not infringe or make unauthorised use of, and since 12 February 2004 have not infringed or made unauthorised use of, any Intellectual Property rights of any third party. (g) There are no pending proceedings in any court or arbitration, administrative or other tribunal (either brought by or against the any Group Company) which are concerned with the validity, ownership or infringement of any of the Company Intellectual Property owned by the Group Companies. (h) The Intellectual Property owned by the Group Companies and, so far as the Warrantors are aware, in respect of third-party-owned Intellectual Property, the Intellectual Property licensed in by the Group Companies under any IP Agreement (including under licences from Elan or any of its Predecessorsaffiliates), comprise all the material Intellectual Property required to carry on the business carried on by the Group Companies in the manner currently carried on.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of Sellers and/or the SellerCompany, the attached Intellectual Property Schedule contains a complete and accurate list of all (i) issued patents owned or used by the Company, (ii) pending patent applications, (iii) registered trademarks owned or used by the Company, (iv) applications for registration of trademarks filed by or on behalf of the Company, (v) registered copyrights owned by the Company, (vi) applications for registration of copyrights filed by or on behalf of the Company, (vii) material unregistered Intellectual Property Rights owned or used by the Company and (viii) material software owned or used by the Company, together with other material software used in its business (other than commercially-available, off-the-shelf third-party software. To the Knowledge of Sellers and/or the Company, the attached Intellectual Property Schedule also contains a complete and accurate list of all licenses or similar agreements or arrangements to which the Company is a party, either as licensee or licensor, for Intellectual Property Rights that relate to its business (excluding licenses for commercially-available, off-the-shelf third-party software), in each case identifying the subject Intellectual Property Rights. To the Company’s and the Sellers’ Knowledge, the Company owns, has full title to and ownership of or is licensed or otherwise has the legal right to use all Intellectual Property Rights including documents, records and files relating to design, end user documentation, manufacturing, quality control, sales, marketing and customer support related thereto necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. To the Company’s and the Sellers’ Knowledge, the Intellectual Property set forth on the Intellectual Property Schedule includes all of the Intellectual Property used in the business of the Company and the ordinary day-to-day operations of the Company, and there are no other items of Intellectual Property that are material to the conduct business of the Coflex Business as currently conducted, Company and all Intellectual Property Rights material to the manufacture and sale ordinary day-to-day operations of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its AffiliatesCompany. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of set forth on the Disclosure attached Intellectual Property Schedule, and to the Knowledge of Sellers and/or the SellerCompany, all Scheduled (i) there have been no claims made or threatened against the Company asserting the invalidity, misuse or unenforceability of any of the Intellectual Property Rights owned or used by it and there is subsistingno basis for any such claim, valid (ii) neither Sellers nor the Company has received any notices of, or has any Knowledge of, any facts which indicate a reasonable likelihood of any infringement or misappropriation by, or conflict with, any third-party with respect to any Intellectual Property Rights (including any demand or request that the Company license any rights from a third-party), (iii) the conduct of the Company’s business has not infringed, misappropriated or conflicted with and enforceabledoes not infringe, misappropriate or conflict with any Intellectual Property Rights of other Persons, (iv) the Company has the right to use and license the Intellectual Property Rights in the operation of its business as presently conducted or as presently proposed to be conducted, free and clear of any claim or conflict with the rights of others, (v) no royalties, honorariums or fees are payable by the Company to any Person by reason of the ownership or use of any of the Intellectual Property Rights in the operation of its business as presently conducted or as presently proposed to be conducted, and all Scheduled (vi) the transactions contemplated by this Agreement will not adversely affect the Company’s right, title or interest in and to the Intellectual Property that are applications to registered are pending and in good standingRights listed on the attached Intellectual Property Schedule and/or the Contracts Schedule. (c) To the Knowledge of Sellers, except as set forth on the Sellerattached Intellectual Property Schedule, neither there are no actions that must be taken by any party within one hundred eighty (180) days after the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications, certificates or responses to office actions issued by the U.S. Patent and Trademark Office or other Governmental Entity for the purposes of obtaining, maintaining, perfecting, or preserving or renewing the Company, nor its Predecessors nor ’s rights in any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation used in or proceeding pending necessary to its business as presently conducted or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related as presently proposed to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimbe conducted. (d) To the Knowledge of Sellers, the Company has taken reasonably necessary measures and precautions to protect and maintain the confidentiality, secrecy and value of all Intellectual Property Rights material to its business. To the Knowledge of Sellers, all material disclosures of confidential Intellectual Property Rights owned by the Company to Persons other than the Company have been made pursuant to non-disclosure agreements that protect the confidentiality of such Intellectual Property Rights and restrict the use of such Intellectual Property Rights to an identified purpose. To the Knowledge of Sellers, all employees and independent contractors of the Company that are or at any time were employed in jobs pursuant to which inventions pertaining to the Company’s business might reasonably be expected to be conceived have executed (i) invention assignment agreements assigning all rights in and to inventions created during and in the course of employment or services, as applicable, to the Company and (ii) non disclosure agreements. To the Company’s and the Sellers’ Knowledge, the Company is not aware that any of its employees or officers are in violation of such invention assignment and /or non disclosure agreements. (e) The Sellers and the Company have delivered or made available to the Buyer correct and complete copies of all the licenses and sublicenses of the Intellectual Property used by and/or granted by the Company. With respect to each such license and sublicense, to the Company’s and the Sellers’ Knowledge: (i) such license and sublicense is valid and binding and in full force and effect and represents the entire agreement between the respective licensor and licensee with respect to the subject matter of such license or sublicense; (ii) such license or sublicense will not cease to be valid and binding and in full force and effect on terms identical to those currently in effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such license or sublicense or otherwise give the licensor or sublicensor a right to terminate such license or sublicense; (iii) neither the Sellers nor the Company (i) received any notice of termination or cancellation under such license or sublicense; (ii) received any notice of a breach or default under such license or sublicense, which breach has not been cured; nor (iii) granted to any other third-party any rights, adverse or otherwise, under such license or sublicense that would constitute a breach of such license or sublicense; (iv) neither the Sellers, the Company, nor, to the Sellers and/or the Company’s knowledge, any other party to such license or sublicense is in breach or default in any material respect, and, to the Seller’s and/or the Company’s knowledge, no Person event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such license or sublicense; and (v) Sellers warrant that all computer equipment (including mainframes, personal computers, servers, and client/server stations), all associated or interconnected network equipment, routers, semi-conductor chips, embedded software, and communication lines, and all Company and third-party application software utilized in support of the business and all other equipment (including printers, copiers, fax machines and telephones), owned, licensed or operated by Company or an affiliate shall be able to be fully utilized by Company post-closing without any additional service, license, transfer or any other fees of any kind, consents or encumbrances other than as set forth on the attached Schedules. (f) Except as set forth on the attached Intellectual Property Schedule, no Intellectual Property Rights contain, or are derived (in whole or in part) from any software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models (i) was or is used in connection with the development of any of the Company’s Intellectual Property Rights in any manner that would restrict the ability of the Company to protect its proprietary interests in any such Intellectual Property Rights or (ii) was or is incorporated in whole or in part, or has been distributed in whole or in part in conjunction with any product or service of provided by the Company in any Person is infringing upon or otherwise violating any Intellectual Property rights manner that would restrict the ability of the Company to protect its proprietary interests in any such product or service or that could require, or could condition the use or distribution of any such product on, the disclosure, licensing or distribution of any source code for any portion of the Company’s source code. The Company has not embedded any open source, copyright or community source code in any of its Predecessorsproducts generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement, in any manner that would restrict the ability of the Company to protect its proprietary interests in any such product or that could require, or could condition the use or distribution of any such product on, the disclosure, licensing or distribution of any source code for any portion of the Company’s source code.

Intellectual Property Rights. (a) Except as set forth on Section 3.16(a) of the Company Disclosure Letter, and except as would not reasonably be expected to matters that have, individually or in the aggregate would not have aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries own all right, title and interest in and to, free and clear of conditions, adverse claims and other restrictions and Liens (other than Permitted Liens), or have a valid and enforceable license or other legal right to use, all of the Intellectual Property Rights necessary for or otherwise used in the conduct of the business of the Company and its Subsidiaries as currently conducted (collectively, the “Company Intellectual Property Rights”). Section 3.16(a) of the Company Disclosure Letter sets forth a complete and correct list of the following categories of Intellectual Property Rights that are owned by the Company and its Subsidiaries: (ai) To registered trademarks and material unregistered trademarks; (ii) Patents; (iii) registered copyrights; (iv) domain names, and (v) Software; in each case listing, as and if applicable, (A) the Knowledge name of the Sellerapplicant/registrant and current owner, (B) the jurisdiction where the application/registration is located, and (C) the application or registration number. Section 3.16(a) of the Company owns, Disclosure Letter separately sets forth a complete and correct list of (i) all material Contracts under which the Company or is licensed any of its Subsidiaries uses or otherwise has the right to use all any Intellectual Property Rights material owned by third parties (excluding off-the-shelf software licensed to the conduct of Company or a Subsidiary under a shrink wrap or click-through agreement) and (ii) all material Contracts under which the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller Company or any of its AffiliatesSubsidiaries has licensed to others the right to use, or agreed not to assert, any Intellectual Property Rights owned by the Company and its Subsidiaries (collectively, the “Company IP Licenses”). (b) Schedule 4.08 To Company’s Knowledge, the Intellectual Property Rights set forth in Section 3.16(a) of the Company Disclosure Schedule sets Letter are valid and enforceable by the Company and/or its Subsidiaries and all of the registrations, issuances and applications set forth a true on Section 3.16(a) of the Company Disclosure Letter are valid, in full force and complete list effect and have not expired or been cancelled, abandoned or otherwise terminated, and payment of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights renewal and maintenance fees and expenses in each case applications thereforrespect thereof, and domain names and applications thereforall filings related thereto, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”)have been duly made. Except as disclosed in Schedule 4.08 set forth on Section 3.16(b) of the Company Disclosure ScheduleLetter, there is not pending against the Company or any of its Subsidiaries or, to Company’s Knowledge, threatened against the Company or any of its Subsidiaries any claim by any third party contesting the validity, enforceability, ownership, or the Company’s and its Subsidiaries’ rights with respect to, any Company Intellectual Property Rights, and there has been no such claim pending or, to Company’s Knowledge, threatened in the past three (3) years. Except as set forth on Section 3.16(b) of the Company Disclosure Letter, to the Knowledge Company’s Knowledge, the operations of the SellerCompany and its Subsidiaries, all Scheduled and the provision of goods and services therein, do not infringe or misappropriate in any material respect, and, during the past three (3) years, has not infringed or misappropriated in any material respect any Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (cRights of any third party. Except as set forth on Section 3.16(b) To the Knowledge of the SellerCompany Disclosure Letter, neither there is no pending or, to the Company’s Knowledge, nor its Predecessors nor threatened assertion or claim and there has been no such assertion or claim in the last three (3) years asserting that the operations of the Company or any of their products or services relating to the Coflex Business has infringed its Subsidiaries infringe upon or otherwise violated, or is infringing upon or otherwise violating, the misappropriate in any way with any Intellectual Property Rights of any Person. To the Knowledge of the SellerCompany’s Knowledge, there no Person is no suit, claim, action, investigation infringing or proceeding pending or threatened with respect thereto, and neither the misappropriating any Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights. (c) The Company Intellectual Property Rights are sufficient for Parent to carry on the business of any Person the Company and its Subsidiaries from and after the Closing Date in all material respects as presently carried on by APSLP and its Affiliates, consistent with the past practice of APSLP and such Affiliates with respect to the Knowledge business of the Seller, there is no valid basis for any such claimCompany and its Subsidiaries. (d) To The Company and its Subsidiaries have taken all reasonably necessary steps to protect and maintain the Knowledge Company Intellectual Property Rights owned by the Company or its Subsidiaries. The Company and its Subsidiaries have taken all reasonably necessary steps to protect and preserve the confidentiality of all of the SellerTrade Secrets that comprise any part of the Company Intellectual Property Rights, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and, to the Company’s Knowledge, there are no unauthorized uses, disclosures or infringements of any such Trade Secrets by any Person. All use and disclosure by the Company and its Subsidiaries of Trade Secrets, other than the use of Trade Secrets owned by the Company or its Subsidiaries, has been pursuant to the terms of a written Contract governing such use and/or disclosure. (e) Except as set forth on Section 3.16(e) of the Company Disclosure Letter, the Company and its Subsidiaries have secured and have a policy to obtain valid written assignments from all consultants, contractors and employees who contribute or have contributed to the creation or development of any material Company Intellectual Property Rights, that grant to the Company or its Subsidiaries all of such consultants’, contractors’ and employees’ right, title and interest in and to any and all such contributions that the Company and its Subsidiaries do not already own by operation of law. (f) To Company’s Knowledge, no Person material Software included in the Company Intellectual Property Rights contains any computer code or any product other procedures, routines or service of mechanisms which may: (i) disrupt, disable, harm or impair in any Person is infringing upon material way such Software’s operation, (ii) cause such Software to damage or otherwise violating corrupt any Intellectual Property rights data, storage media, programs, equipment or communications of the Company or any of its PredecessorsSubsidiaries or their respective clients, or otherwise interfere with their respective operations or (iii) permit any third party to access any such Software to cause disruption, disablement, harm, impairment, damage or corruption (sometimes referred to as “traps”, “access codes” or “trap door” devices). (g) To the Company’s Knowledge, the IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications, and have not materially malfunctioned or materially failed within the past three (3) years. To the Company’s Knowledge, the IT Assets do not contain any viruses, bugs, faults or other devices or effects that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets. To the Company’s Knowledge, no Person has gained unauthorized access to any IT Assets. The Company and its Subsidiaries have a disaster recovery plan designed to safeguard their data and data processing capabilities and their ongoing ability to conduct their business and satisfy their respective contractual data retention obligations in the event of a disaster. (h) To Company’s Knowledge, the Company and its Subsidiaries have obtained any and all necessary consents from its customers with regard to the collection and dissemination of personal customer information in connection with their respective operations and business, in accordance with any applicable privacy policy published or otherwise communicated by the Company or any of its Subsidiaries, and in accordance with any applicable Legal Requirements. The Company’s and its Subsidiaries’ practices regarding the collection and use of personal customer information are and have been in all material respects in accordance with such privacy policies and with all applicable Legal Requirements. The Company and its Subsidiaries have obtained all necessary agreements and assurances from their third party service providers used in connection with their respective businesses and operations that such service providers are in compliance in all material respects with any applicable privacy statute or regulation. (i) Without limiting anything in this Section 3.16: (i) the Company owns all right, title and interest in and to the Percolator Tool, free and clear of conditions, adverse claims and other restrictions and Liens (other than Permitted Liens); (ii) there is not pending against the Company or any of its Subsidiaries or, to Company’s Knowledge, threatened against the Company or any of its Subsidiaries any claim by any third party contesting the validity, enforceability, ownership, or the Company’s and its Subsidiaries’ rights with respect to, the Percolator Tool, and there has been no such claim pending or, to Company’s Knowledge, threatened in the past three (3) years; and (iii) neither the use nor operation of the Percolator Tool by the Company and its Subsidiaries infringes or misappropriates any Intellectual Property Rights of any third party in a manner that would be reasonably likely to result in the loss of the Company and its Subsidiaries’ right to use the Percolator Tool and there is no pending or, to the Company’s Knowledge, threatened assertion or claim and there has been no such assertion or claim in the last three (3) years asserting that the use or operation of the Percolator Tool by the Company or any of its Subsidiaries infringes upon or misappropriates in any material respect with any Intellectual Property Rights of any Person.

Intellectual Property Rights. Schedule 5.4 (i) contains, with respect to each Subject Company, detailed information (including where applicable the federal registration number and the date of registration or application for registration and the name in which registration was applied for) concerning (x) all of such Subject Company's United States and foreign, common law and registered trademarks and of other marks, trade names or other trade rights, and all pending applications for any such registrations and all of such Subject Company's patents and copyrights and all pending applications therefor, and (y) all other trademarks and other marks, trade names and other trade rights and all other trade secrets, designs, plans, specifications, and other intellectual property rights of any kind of such Subject Company, whether or not registered (all of the items referred to in this clause (i) being "INTELLECTUAL PROPERTY RIGHTS"). Each Subject Company owns (or, as set forth in Schedule 5.4, possesses adequate and enforceable licenses or other rights to use) all Intellectual Property Rights now used or proposed to be used in its Business. Except as set forth in Schedule 5.4, no Person has a right to matters that individually receive a royalty or similar payment in respect of any Intellectual Property Rights pursuant to any contractual arrangements entered into by any Subject Company and no Subject Company has licenses granted by or to it or any other agreements to which it is a party, relating in whole or in part to any of the aggregate Intellectual Property Rights. Except as set forth in Schedule 5.4, no Subject Company has received written or, to the knowledge of the Sellers, other notice that any Subject Company's use of the Intellectual Property Rights is interfering with, infringing upon or otherwise violating the rights of any Third Party in or to such Intellectual Property Rights, and no proceedings have been instituted against or written, or to the knowledge of the Sellers, other notices received by any Subject Company or any of the Sellers alleging that any Subject Company's use of any Intellectual Property Rights infringes upon or otherwise violates any rights of a Third Party in or to such Intellectual Property Rights, which infringement or violation would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except (a) Section 3.18 of the Company Disclosure Schedule is a full and complete listing and description of (i) all rights in patents, patent applications and patentable subject matter, whether or not the subject of any application; trademarks, service marks, trade names, trade dress, material logos, material slogans, material tag lines, and other material designators of origin (all whether registered or not); material software, whether in object code, source code or other form (other than off-the-shelf computer programs or commercially available computer programs licensed for a one-time fee or that have annual fees of $5,000 or less); uniform resource locators, Internet domain name registrations and Internet domain name applications; copyright applications, registered copyrighted works and material unregistered copyrightable works (including without limitation, proprietary software, books, written materials, prerecorded video or audio tapes, and other copyrightable works); material trade secrets; material know-how; and all other material intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of Law, Contract, license or otherwise currently owned by, licensed to or otherwise controlled by the Company or used in, or developed for use in, their business as now conducted or proposed by the Company to matters be conducted, without taking into account the transactions contemplated hereby (collectively, the “Company Intellectual Property”), and (ii) all Contracts that individually cover Company Intellectual Property owned by a third party that, by third party permission, are used or held for use by the Company in its business as presently conducted or proposed by the Company to be conducted (without taking into account the transactions contemplated hereby), and to the extent there is no written document covering such licensed-in Company Intellectual Property, details of such Company Intellectual Property and the licensor thereof. The Company Intellectual Property listed in Section 3.18 of the Company Disclosure Schedule constitutes all of the material intellectual property necessary for the business of the Company now conducted or presently proposed to be conducted (without taking into account the transactions contemplated hereby). “Materiality,” as used in this section 3.18(a) means in the case of the value of an item, the loss whereof could reasonably be expected to result in a Material Adverse Effect or in the aggregate would not have a Material Adverse Effect:case of an infringement, where damages could reasonably be claimed in excess of $5,000. (ab) The Company owns and possesses all right, title and interest, or holds a valid license, in and to all Company Intellectual Property free and clear of any Lien (except for Permitted Liens), without any conflict with the rights of others and has taken all action necessary to protect the Company Intellectual Property. The Company is the official and sole owner of record for all of the Company Intellectual Property owned by the Company that is the subject of a pending application or an issued patent, trademark, copyright, design right or other similar registration formalizing exclusive rights (“Registered Intellectual Property”). There are no royalties, fees, honoraria or other payments payable by the Company to any Person by reason of the ownership, development, modification, use, license, sublicense, sale, distribution or other disposition of the Company Intellectual Property other than salaries and sales commissions paid to employees and sales agents in the Ordinary Course of Business. (c) The Company is the sole legal and beneficial owner of the registrations for the Internet domain names listed in Section 3.18 of the Company Disclosure Schedule (“Domain Names”), and such registrations are free and clear of all Liens (except for Permitted Liens). The Company is the official and sole owner of record of the registered trademarks underlying each of the Domain Names. The Company has operated the websites identified in Section 3.18 of the Company Disclosure Schedule (“Websites”). (d) All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception or development, or both, of the Company Intellectual Property on behalf of the Company and all officers and technical employees of the Company either (i) have been a party to “work-for-hire” arrangements or agreements with the Company in accordance with applicable national and state law that has accorded the Company full, effective, exclusive and original ownership of all tangible and intangible property thereby arising, or (ii) have executed appropriate instruments of assignment in favor of the Company as assignee that have conveyed to the Company effective and exclusive ownership of all tangible and intangible property arising thereby, except for immaterial failures of clause (i) or (ii) above. (e) Other than described in Section 3.18 of the Company Disclosure Schedule, the Company owns or has a valid and enforceable right to use all computer software and systems used by the Company in the operation of their business as presently conducted or proposed to be conducted, without taking into account the transactions contemplated hereby (“Internal Use Software”), without any conflict with the rights of others. The Company does not use, rely on or contract with any Person to provide services bureau, outsourcing or other computer processing services to the Company, in lieu of or in addition to their use of the Internal Use Software. (f) The Company has the right to use all databases the Company uses (the “Databases”), and the Company has not received any written notice alleging that the Company’s use, reproduction or distribution of the Databases infringes any third party’s rights. The Company does not sell or license the Databases to third parties. (g) All of the Company Intellectual Property rights are valid and enforceable and the Company has no Knowledge of facts showing, and has received no written notice of any party asserting, that any of the Company Intellectual Property rights are invalid or not enforceable. To the Knowledge of the Company, the Company Intellectual Property has not been infringed, misappropriated or conflicted by other Persons. No claim by any third party contesting the validity of any such Company Intellectual Property has been made, received, is currently outstanding or, to the Knowledge of the Company, is threatened or reasonably expected to arise. Without limiting the generality of the foregoing, all of the Company Intellectual Property rights that are Registered Intellectual Property rights are in full force and effect and all actions required to keep such rights pending or in effect or to provide full available protection, including the payment of filing, examination, annuity, and maintenance fees and the filing of renewals, statements of use or working, affidavits of incontestability and other similar actions, have been taken. No Registered Intellectual Property rights are the subject of any interference, opposition, cancellation, nullity, re-examination or other proceeding placing in question the validity or scope of such rights. (h) To the Knowledge of the SellerCompany, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conductedCompany’s businesses has not infringed, misappropriated or conflicted with and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parentdoes not infringe, Seller misappropriate or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued conflict with any: rights in patents, registered patent applications and patentable subject matter, whether or not the subject of an application; trademarks, registered service marks, trade names, registered service markstrade dress, and other designators of origin, registered copyrights or unregistered; trade secrets; Internet domain names, registrations or applications, uniform resource locators; copyright applications, registered copyrighted works and in each case applications thereformaterial unregistered copyrightable works (including without limitation, proprietary software, books, written materials, prerecorded video or audio tapes and domain names other copyrightable work); know-how; or any other intellectual and applications therefor, if any, industrial property rights of every kind and nature and however designate owned by or licensed to any third party (the Company as of the date of this Agreement (“Scheduled Third Party Intellectual Property”). Except as disclosed in Schedule 4.08 The Company has not received any written notice of any infringement, misappropriation or violation by the Disclosure Schedule, and to the Knowledge Company of the Seller, all Scheduled any Third Party Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingProperty. (ci) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products the Company has not done anything to compromise the secrecy, confidentiality, ownership, rights in or services relating to the Coflex Business has infringed upon or otherwise violatedto, or is infringing upon or otherwise violating, the Intellectual Property Rights value of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any Intellectual Property. The Company has taken all reasonable security measures to protect the secrecy, confidentiality and value of its Predecessorsthe Company Intellectual Property.

Intellectual Property Rights. The attached "INTELLECTUAL PROPERTY SCHEDULE" contains a complete and accurate list of all (i) patented or registered Intellectual Property Rights owned or used by the Company or any Subsidiary, (ii) pending patent applications and applications for registrations of other Intellectual Property Rights filed by the Company or any Subsidiary, (iii) unregistered trade names and corporate names owned or used by the Company or any Subsidiary, and (iv) unregistered trademarks and service marks owned or used by the Company or any Subsidiary. The Intellectual Property Schedule also contains a complete and accurate list of all licenses and other rights granted by the Company or any Subsidiary to any third party with respect to any Intellectual Property Rights and all licenses and other rights granted by any third party to the Company or any Subsidiary with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. Notwithstanding the foregoing, the Intellectual Property Schedule need not list or describe any "off-the-shelf" products (including computer software applications) generally available to the public that are used by the Company and its Subsidiaries. Except as to matters that individually or in set forth on the aggregate would not have a Material Adverse Effect: Intellectual Property Schedule: (a) To the Knowledge of the Seller, the Company ownsor one of its Subsidiaries owns all right, title and interest to, or is licensed or otherwise has the right to use pursuant to a valid license, all Intellectual Property Rights material to necessary for the conduct operation of the Coflex Business businesses of the Company and its Subsidiaries as currently presently proposed to be conducted, free and clear of all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the ParentLiens, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed and its Subsidiaries own all right, title and interest in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge all of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights listed on such schedule, free and clear of all Liens, (c) there have been no claims made against the Company or any Subsidiary asserting the invalidity, misuse, or unenforceability of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect theretosuch Intellectual Property Rights, and there are no valid grounds for the same, and (d) neither the Company nor any of its Predecessors Subsidiary has been notified in writing received any notices of, and is not aware of any possible facts which indicate the likelihood of, any infringement or other violation by misappropriation by, or conflict with, any of them or any of their products or services related third party with respect to the Coflex Business of the such Intellectual Property Rights of (including, without limitation, any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person demand or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of request that the Company or any of its PredecessorsSubsidiary license any rights from a third party).

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To Except for non-transferable software licenses, the Knowledge Intellectual Property Rights are all of the Sellerintellectual property rights used by, required in or necessary for the Company ownsoperation of the Business as currently conducted. Seller is the owner or licensee of all right, or is licensed or otherwise title and interest in and to each of the Intellectual Property Rights, free and clear of all Liens, and has the right to use without payment to a third party all of the Intellectual Property Rights material to the conduct of the Coflex Business Rights, except as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliatesindicated in Schedule 3.25. (b) Schedule 4.08 3.25 contains (i) a complete and accurate list and summary description of the Disclosure Schedule all Patents, Marks, Copyrights and Net Names, and (ii) sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names registrations and applications therefor(and the status thereof) that have been submitted to any Governmental Authority with respect to such Patents, if anyMarks, owned by or licensed to the Company as of the date of this Agreement Copyrights and Net Names (“Scheduled Registered Intellectual Property”). Except as disclosed All necessary registration, maintenance and renewal fees currently due in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled connection with any Registered Intellectual Property is subsisting, valid and enforceable, have been made and all Scheduled necessary documents, recordations and certifications in connection with such Registered Intellectual Property that are applications to registered are pending and have been filed with the relevant patent, copyright, trademark or other authorities in good standingthe United States or foreign jurisdictions, as the case may be, for the purpose of maintaining such Registered Intellectual Property. (c) To Except as indicated in Schedule 3.25, the Knowledge of the SellerCompany does not have, neither the Companyand does not pay or receive any royalties on, nor its Predecessors nor any of their products or services licenses and other agreements relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business Rights. (d) None of the Intellectual Property Rights has been or is the subject of any Person and pending (or, to the Knowledge knowledge of Seller, threatened) litigation or claim of infringement, or outstanding judgment, arbitration award, agreement or stipulation restricting in any manner the use, transfer or licensing thereof by the Company, or which may affect the validity, use or enforceability of the Seller, there is no valid basis for any such claimIntellectual Property Rights. (de) To the Knowledge knowledge of Seller, the operation of the Business as it has been and currently is conducted has not, does not and will not infringe or misappropriate in any manner the intellectual property of any third party. To the knowledge of Seller, the Company has not received any written notice contesting its right to use any of the Intellectual Property Rights. To the knowledge of Seller, no Person has or any product or service of any Person is infringing upon or otherwise violating misappropriating any Intellectual Property rights Rights. (f) All Net Names have been registered in the name of the Company or any of its Predecessorsand are in compliance with all applicable law.

Intellectual Property Rights. (a) Except as to matters that individually or in the aggregate set forth on Schedule 3.16(a), and except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries own all right, title and interest in, free and clear of conditions, adverse claims and other restrictions and Liens, or have a valid and enforceable license or other legal right to use, all of the Intellectual Property Rights necessary for or otherwise used in the conduct of the business of the Company and its Subsidiaries as currently conducted (collectively, the “Company Intellectual Property Rights”). Schedule 3.16(a) sets forth a complete and correct list of the following categories of Intellectual Property Rights that are owned by the Company and its Subsidiaries: (ai) To registered trademarks and material unregistered trademarks; (ii) Patents; (iii) registered copyrights; (iv) domain names, and (v) Software; in each case listing, as and if applicable, (A) the Knowledge name of the Sellerapplicant/registrant and current owner, (B) the jurisdiction where the application/registration is located, and (C) the application or registration number. Schedule 3.16(a) separately sets forth a complete and correct list of (i) all agreements under which the Company owns, or is licensed any of its Subsidiaries uses or otherwise has the right to use all any material Intellectual Property Rights material to owned by third parties and (ii) all agreements under which the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller Company or any of its AffiliatesSubsidiaries has licensed to others the right to use any material Intellectual Property Rights owned by the Company and its Subsidiaries. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating’s Knowledge, the Intellectual Property Rights of any Personset forth in Schedule 3.16(a) are valid and enforceable by the Company and/or its Subsidiaries. To the Knowledge of the SellerExcept as set forth on Schedule 3.16(b), there is no suit, claim, action, investigation or proceeding not pending or threatened with respect thereto, and neither against the Company nor or any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them Subsidiaries or, to Company’s Knowledge, threatened against the Company or any of their products its Subsidiaries any claim by any third party contesting the validity, enforceability, ownership, or services related the Company’s and its Subsidiaries’ rights with respect to, any Company Intellectual Property Rights, and there has been no such claim pending or, to Company’s Knowledge, threatened in the Coflex Business past three (3) years. Except as set forth on Schedule 3.16(b), the operations of the Company and its Subsidiaries, and the provision of goods and services therein, do not infringe or misappropriate any Intellectual Property Rights of any Person and third party, except as would not reasonably be expected to the Knowledge of the Sellerhave a Company Material Adverse Effect. Except as set forth on Schedule 3.16(b), there is no valid basis for any pending or, to the Company’s Knowledge, threatened assertion or claim and there has been no such claim. assertion or claim in the last three (d3) To years asserting that the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights operations of the Company or any of its PredecessorsSubsidiaries infringe upon or misappropriate in any way with any Intellectual Property Rights of any Person. (c) The Company and its Subsidiaries have taken all reasonable and appropriate steps to protect and maintain the material Intellectual Property Rights owned by the Company or its Subsidiaries. The Company and its Subsidiaries have taken all reasonable and appropriate steps to protect and preserve the confidentiality of all of the Trade Secrets that comprise any part of the Company Intellectual Property Rights except as would not reasonably be expected to have a Company Material Adverse Effect, and to the Company’s Knowledge, there are no unauthorized uses, disclosures or infringements of any such Trade Secrets by any Person. All use and disclosure by the Company and its Subsidiaries of Trade Secrets owned by another Person has been pursuant to the terms of a written agreement with such Person or is otherwise lawful. (d) The Company and its Subsidiaries have secured and have a policy to secure valid written assignments from all consultants, contractors and employees who contribute or have contributed to the creation or development of any material Intellectual Property Rights, of the rights to such contributions that the Company and its Subsidiaries do not already own by operation of law. (e) To Company’s Knowledge, no material Software included in the Company Intellectual Property Rights contains any computer code or any other procedures, routines or mechanisms which may: (i) disrupt, disable, harm or impair in any material way such Software’s operation, (ii) cause such Software to damage or corrupt any material data, storage media, programs, equipment or communications of the Company or any of its Subsidiaries or their respective clients, or otherwise materially interfere with their respective operations or (iii) permit any third party to access any such Software to cause disruption, disablement, harm, impairment, damage or corruption (sometimes referred to as “traps”, “access codes” or “trap door” devices). (f) To Company’s Knowledge, the Company and its Subsidiaries have obtained any and all necessary consents from its customers with regard to the their collection and dissemination of personal customer information in connection with their respective operations and business, in accordance with any applicable privacy policy published or otherwise communicated by the Company or any of its Subsidiaries, and in accordance with any applicable Legal Requirements. The Company’s and its Subsidiaries’ practices regarding the collection and use of personal customer information are and have been in all material respects in accordance with such privacy policies and with all applicable Legal Requirements. The Company and its Subsidiaries have obtained all necessary agreements and assurances from their third party service providers used in connection with their respective businesses and operations that such service providers are in compliance in all material respects with any applicable privacy statute or regulation. Without limiting the foregoing, the Company and its Subsidiaries are in compliance in all material respects with the privacy provisions of the U.S. Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the relevant rules and regulations of each Governmental Authority thereunder in connection with the their respective businesses or operations.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have (i) The attached "Intellectual Property Schedule" contains a Material Adverse Effect: complete and accurate list of all (a) To patented or registered Intellectual Property Rights owned or used by the Knowledge Company or any Subsidiary, (b) pending patent applications and applications for registrations of other Intellectual Property Rights owned or filed by the SellerCompany or any Subsidiary, (c) unregistered trade names and corporate names owned or used by the Company or any Subsidiary and (d) unregistered trademarks, service marks, material copyrights, mask works and computer software owned or used by the Company or any Subsidiary. The Intellectual Property Schedule also contains a complete and accurate list of all licenses and other rights granted by the Company or any Subsidiary to any third party with respect to any Intellectual Property Rights and all licenses and other rights granted by any third party to the Company or any Subsidiary with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. Except as set forth on the Intellectual Property Schedule, the Company ownsor one of its Subsidiaries owns all right, title and interest in and to, or is licensed or otherwise has the right to use pursuant to a valid license, all Intellectual Property Rights necessary for the operation of the businesses of the Company and its Subsidiaries as presently conducted and as presently proposed to be conducted, free and clear of all Liens. Except as set forth on the Intellectual Property Schedule, the loss or expiration of any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the Company or any Subsidiary would not reasonably be expected to have a material to adverse effect on the conduct of the Coflex Business as currently conductedCompany's and its Subsidiaries' respective businesses, and no such loss or expiration is threatened, pending or reasonably foreseeable. The Company and its Subsidiaries have taken all reasonably necessary and desirable actions to maintain and protect the Intellectual Property Rights material which they own. (ii) Except as set forth on the Intellectual Property Schedule, (a) the Company and its Subsidiaries own all right, title and interest in and to, or have a valid and enforceable license to use, all of the Intellectual Property Rights listed on such schedule, free and clear of all Liens, (b) there have been no claims made or threatened against the Company or any Subsidiary contesting the validity, use, enforceability or ownership of any of the Intellectual Property Rights, and to the manufacture and sale best of the Coflex Company's knowledge, there are no valid grounds for the same, (c) neither the Company nor any Subsidiary has received any notices of, and Cofix products outside neither the Company nor any Subsidiary is aware of any facts which indicate a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to such Intellectual Property Rights (including, without limitation, any demand or request that the United States Company or any Subsidiary license any rights from a third party), (d) neither the Company nor any Subsidiary has infringed, misappropriated or conflicted with any Intellectual Property Rights of other Persons, and neither the Company nor any Subsidiary is aware of any infringement, misappropriation or conflict which will result from the continued operation of their businesses as currently conducted by or as currently proposed to be conducted and (e) to the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 best of the Disclosure Schedule sets forth a true and complete list of all issued patentsCompany's knowledge, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, the Intellectual Property Rights owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”)or any Subsidiary have not been infringed, misappropriated or conflicted with by other Persons. Except as disclosed set forth in Schedule 4.08 of the Disclosure Intellectual Property Schedule, the transactions contemplated by this Agreement shall have no material adverse effect on the Company's or any Subsidiary's right, title and interest in and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingRights. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as 13.1 The Group has independently developed and owns or possesses sufficient legal rights to matters that individually all Intellectual Property Rights (including registrations and applications to register or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge renew such rights), and licenses of any of the Sellerforegoing necessary for its business as now conducted and as presently proposed to be conducted (collectively, the Company "GROUP INTELLECTUAL PROPERTY"), without any infringement of the rights of others. 13.2 The Disclosure Letter contains true, complete and accurate lists of all trademarks, servicemarks, trademarks applications, servicemarks application, patents, patent applications, trade names, copyright registration, domain names, software products or applications presently used by the Group or necessary for the conduct of the Group's business as currently being conducted or proposed to be conducted, and the Group owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to under the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Selleragreements, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights set out in the Disclosure Letter. 13.3 There are no outstanding options, licenses or agreements of any Personkind relating to the Group Intellectual Property, nor is any Group Company bound by or are parties to any options, licenses or agreements of any kind with respect to the Group Intellectual Property of any other person or entity except, in either case, for standard end-user agreement with respect to commercially readily available intellectual property such as "off-the-shelf" computer software. 13.4 Each Group Company is in compliance with all material terms of any licenses by which it uses any Group Intellectual Property, and each such license is in full force and effect. To the Knowledge Each licensor thereof is in compliance with all material terms of the Seller, there respective license. No Group Company is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither aware of the Company nor any of its Predecessors has been notified in writing existence of any possible infringement fact or other violation by any circumstance that would give the licensor thereof grounds under the terms of them such license to cancel, terminate or any of their products or services related suspend such license. All such licenses material to the Coflex Business operation of the Group will be renewed in the ordinary course of business on terms commercially reasonable. 13.5 No Group Company has received any communications alleging that it has violated or, by conducting its businesses as presently proposed, would violate any of the Intellectual Property Rights of any Person other person or entity. 13.6 The Company is not aware after due and careful enquiry that any of the Group's employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgement, decree or order of any court or administrative agency, that would interfere with their duties to the Knowledge Group, or that would conflict with the Group's business as presently proposed to be conducted. 13.7 Neither the execution nor delivery of this Agreement or the Transaction Documents, nor the carrying on of the SellerGroup's business, there nor the conduct of the Group's business as presently proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any Group Company or any employee is no valid basis now obligated. It is not nor will it become necessary for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating Group Company to utilize any Intellectual Property rights Rights of its employees made prior to their employment by the Group, except for the Intellectual Property Rights that has been assigned to a Group Company. 13.8 None of the Group Companies and the Founder have entered into any agreement to indemnify any other person against any charge of infringement or misappropriation of any Group Intellectual Property. 13.9 Each Group Company has taken all reasonably necessary action to protect and preserve (i) the validity and enforceability of trade and service marks and associated goodwill included in the Group Intellectual Property; (ii) the enforceability of copyrights and the confidentiality, validity and enforceability of pending patent applications included in the Group Intellectual Property; (iii) the validity and enforceability of patents included in the Group Intellectual Property; and (iv) the confidentiality and enforceability of trade secrets and the confidentiality of other proprietary information included in the Group Intellectual Property. All current employees and consultants of the Group have executed non-disclosure agreements to protect the confidentiality, and to vest in the relevant Group Company exclusive ownership, of the Group Intellectual Property. 13.10 To the best knowledge of the Warrantors, no material trade secret or confidential information constituting Group Intellectual Property has been used, divulged or appropriated for the benefit of any person other than the Company or the other Group Companies or otherwise to the detriment of the Group, except pursuant to appropriate non-disclosure agreements. To the best knowledge of the Warrantors, none of the Founder and current employee or consultant of the Group or their respective Affiliates have used any trade secrets or other confidential information (except with the consent of its Predecessorsthe owner of such information) of any other person in the course of their work for the Group. 13.11 No Group Company has any written or oral agreements with current or former employees or consultants with respect to the ownership of Group Intellectual Property, including inventions, trade secrets or other works created by them as a result of which any such employee or consultant may have exclusive or non-exclusive rights to the portions of the Group Intellectual Property so created by such individual. 13.12 None of the Founder and current or former officer, employee or consultant of the Group are in violation of any term of any written employment contract, patent disclosure agreement, proprietary information agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other similar contract or agreement or any restrictive covenants relating to the right of any such officer, employee, consultant or person to be employed or engaged by the Group or relating to the use of trade secrets or proprietary information of others, and no former employer of any such person has any rights in respect of the Group Intellectual Property. 13.13 The Group does not use any processes nor is it engaged in any activities which involve the misuse of any know-how, lists of customers or suppliers, trade secrets, technical processes or other confidential information ("IP CONFIDENTIAL INFORMATION") belonging to any third party. To the best knowledge of the Warrantors, there has been no actual or alleged misuse by any person of any IP Confidential Information. To the best knowledge of the Warrantors, none of the Founder and current or former officers, employees or consultants of the Group have disclosed to any person any IP Confidential Information except where such disclosure was properly made in the normal course of the Group's business and was made subject to an agreement under which the recipient is obliged to maintain the confidentiality of such IP Confidential Information and is restrained from further discussing it or using it other than for the purposes for which it was disclosed by the Group. 13.14 No royalty, honorarium, fees or other payments are payable by a Group Company to any third party by reason of the ownership, possession, sale, marketing, use or other exploitations of any Group Intellectual Property.

Intellectual Property Rights. Except as to matters that individually The Acquired Companies have interests in or use only the intellectual property described in the aggregate would not have a Material Adverse Effect: (aSection 2.17(a) To the Knowledge of the SellerDisclosure Schedule. Such Acquired Company either has all right, the Company owns, title and interest in or is licensed or otherwise has the right a valid and binding license to use all Intellectual Property Rights material such intellectual property. No other intellectual property is used in or necessary to the conduct of the Coflex Business as currently conductedbusiness of any Acquired Company in any material respect. All registrations, pending applications, registered rights and all Intellectual Property Rights material executed agreements related to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (bintellectual property are listed in Section 2.17(a) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”)Schedule. Except as disclosed in Schedule 4.08 Section 2.17(b) of the Disclosure Schedule, (i) the Acquired Companies have the right to use the intellectual property disclosed therein, (ii) all registrations, on behalf of an Acquired Company, with and applications to Governmental or Regulatory Authorities in respect of such intellectual property are valid and in full force and effect and are not subject to the Knowledge payment of any Taxes or maintenance fees or the Sellertaking of any other actions by an Acquired Company to maintain their validity or effectiveness, (iii) all Scheduled Intellectual Property copyrightable materials used by an Acquired Company are works-for-hire and are owned by such Acquired Company, (iv) there are no restrictions on the direct or indirect transfer of any License, or any interest therein, held by an Acquired Company in respect of such intellectual property, (v) the Seller has delivered, or has caused each Acquired Company to deliver, to Purchaser prior to the execution of this Agreement documentation with respect to any invention, process, design, computer program or other know-how or trade secret included in such intellectual property, which documentation is subsistingaccurate and complete and sufficient in detail and content to identify and explain such invention, valid process, design, computer program or other know-how or trade secret, (vi) the Seller and enforceableeach Acquired Company have taken reasonable security measures to protect the secrecy, confidentiality and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. value of their trade secrets, (cvii) To the Knowledge of the Seller, neither the Company, nor its Predecessors Seller nor any Acquired Company is or has received any notice that it is, in default (or with the giving of their products notice or services relating lapse of time or both, would be in default) under any License to the Coflex Business use such intellectual property and (viii) Seller has no knowledge that such intellectual property is being infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of by any other Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge knowledge of the Seller, no Person or Acquired Company is infringing any product or service intellectual property of any Person Person, and no litigation is infringing upon or otherwise violating any Intellectual Property rights pending and no claim has been made or, to the knowledge of the Company or any of its PredecessorsSeller, has been threatened to such effect.

Intellectual Property Rights. (a) The attached "Intellectual Property Schedule" contains a ------------------------------ complete and accurate list of all (i) patented or registered Intellectual Property Rights owned or used by the Company or any Subsidiary, (ii) pending patent applications and applications for registrations of other Intellectual Property Rights filed by the Company or any Subsidiary, (iii) unregistered trade names and corporate names owned or used by the Company or any Subsidiary and (iv) unregistered trademarks, service marks, copyrights, mask works and computer software owned or used by the Company or any Subsidiary, in each case which are material to the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Intellectual Property Schedule also contains a complete and accurate list of all ------------------------------ licenses and other rights granted by the Company or any Subsidiary to any third party with respect to any Intellectual Property Rights and all licenses and other rights granted by any third party to the Company or any Subsidiary with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. Except as set forth on the Intellectual ------------ Property Schedule, the Company or one of its Subsidiaries owns all right, title ----------------- and interest to, or has the right to matters that individually use pursuant to a valid license, all Intellectual Property Rights necessary for the operation of the businesses of the Company and its Subsidiaries as presently conducted and as presently proposed to be conducted, free and clear of all Liens. The loss or in expiration of any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the aggregate Company or any Subsidiary has not had and would not reasonably be expected to have a Material Adverse Effect: (a) To , and no such loss or expiration is, to the Knowledge best of the SellerCompany's knowledge, threatened, pending or reasonably foreseeable. The Company and its Subsidiaries have taken all reasonably necessary and desirable actions to maintain and protect the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material which they own. To the best of the Company's knowledge, the owners of any Intellectual Property Rights licensed to the Company or any Subsidiary have taken all reasonably necessary and desirable actions to maintain and protect the Intellectual Property Rights which are subject to such licenses. (i) The Company and its Subsidiaries own all right, title and interest in and to all of the Intellectual Property Rights listed on such schedule, free and clear of all Liens, (ii) there have been no claims made against the Company or any Subsidiary asserting the invalidity, misuse or unenforceability of any of such Intellectual Property Rights, and, to the best of the Company's knowledge, there are no grounds for the same, (iii) neither the Company nor any Subsidiary has received any notices of, and is not aware of any facts which indicate a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to such Intellectual Property Rights (including, without limitation, any demand or request that the Company or any Subsidiary license any rights from a third party), (iv) the conduct of the Coflex Business as currently conductedCompany's and each Subsidiary's business has not infringed, misappropriated or conflicted with and all does not infringe, misappropriate or conflict with any Intellectual Property Rights material of other Persons, nor would any future conduct as presently contemplated infringe, misappropriate or conflict with any Intellectual Property Rights of other Persons and (v) to the manufacture and sale best of the Coflex and Cofix products outside of Company's knowledge, the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, Intellectual Property Rights owned by or licensed to the Company as of the date of or any Subsidiary have not been infringed, misappropriated or conflicted by other Persons. The transactions contemplated by this Agreement (“Scheduled Intellectual Property”). Except as disclosed shall have no material adverse effect on the Company's or any Subsidiary's right, title and interest in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of listed on the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.Schedule. ------------------------------

Intellectual Property Rights. Except as to matters that individually The Company owns or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the unrestricted right to use all patents, patent applications, patent rights, registered and unregistered trademarks, trademark applications, tradenames, service marks, service ▇▇▇▇ applications, copyrights, internet domain names, computer programs and other computer software, inventions, know-how, trade secrets, technology, proprietary processes, trade dress, software and formulae (collectively, "INTELLECTUAL PROPERTY RIGHTS") used in, or necessary for, the operation of its Business as currently conducted or proposed to be conducted. Except as set forth on the Company Disclosure Schedule, to the Company's knowledge, the use by the Company of all Intellectual Property Rights material to necessary or required for the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except presently conducted and as disclosed in Schedule 4.08 of the Disclosure Schedule, and proposed to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products be conducted does not infringe or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, violate the Intellectual Property Rights of any Personperson or entity. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither Except as described on the Company nor Disclosure Schedule, to the Company's knowledge: (a) the Company does not own or use any of its Predecessors has been notified in writing of Intellectual Property Rights pursuant to any possible infringement written license agreement (other than a so-called "shrink wrap" license agreements or other violation by any of them or any of their products or services similar agreements related to off-the-shelf software for which aggregate licensing fees do not, or would not exceed $1,000, per year (a "SHRINK-WRAP LICENSE"); (b) the Coflex Business Company has not granted any person or entity any rights, pursuant to a written license agreement or otherwise, to use the Intellectual Property Rights; and (c) the Company owns, has unrestricted right to use and has sole and exclusive possession of and has good and valid title to, all of the Intellectual Property Rights owned by the Company, free and clear of any Person all Liens and Encumbrances. All license agreements relating to the Knowledge of the Seller, Intellectual Property Rights are binding and there is no valid not, under any of such licenses, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default, or would constitute a basis for any such claim. (da claim on non-performance) To on the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights part of the Company or or, to the knowledge of the Company, any of its Predecessorsother party thereto.

Intellectual Property Rights. Except (a) Company’s Disclosure Schedule lists and separately identifies: (x) all Company Registered Intellectual Property (as to matters defined below) (setting forth, for each item, the applicable jurisdiction, status, application or registration number, and date of application, registration or issuance, as applicable) and (y) all material software products and services that individually are currently sold, published, offered for sale, or in under development by the aggregate would not have a Material Adverse Effect:Company and its Subsidiaries. (ab) To the Knowledge of the SellerCompany, the Company ownsand its Subsidiaries have complied with all the requirements of all United States and foreign patent offices and all other applicable Governmental Authorities to maintain the Company Patents (as defined below) in full force and effect, including payment of all required fees to such offices or agencies. Other than prior art references currently cited or that may be cited after the date hereof by the applicable patent office for a Company Patent or brought to the Company’s attention after the date hereof in connection with a Company Patent, the Company has no Knowledge (i) of any prior art references or prior public uses, sales, offers for sale or disclosures which could invalidate the Company Patents or any claim thereof, or is licensed or otherwise has (ii) of any conduct the right to use all Intellectual Property Rights material to result of which could render the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller Company Patents or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by claim thereof invalid or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingunenforceable. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any the original, first and joint inventors of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, subject matter claimed in the patents and patent applications included in the Company Registered Intellectual Property Rights of any Person. To (the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither “Company Patents”) are properly represented in the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimPatents. (d) To the Knowledge of the SellerCompany, no Person each item of Company Intellectual Property (as defined below) is either: (i) owned solely by the Company or its Subsidiaries free and clear of any Liens, other than Permitted Liens, or (ii) rightfully used and authorized for use by the Company and its Subsidiaries pursuant to a valid and enforceable written license. All contracts pursuant to which the Company Intellectual Property that is used or held for use by the Company and its Subsidiaries pursuant to a license or other grant of rights by a third party are separately identified as such in Section 3.9(d) of the Company’s Disclosure Schedule (excluding, any generally available, off-the-shelf software programs licensed by the Company or any product of its Subsidiaries on standard terms, or software licensed on standard terms that is incidental to an agreement for the purchase of third party goods or services other than development or similar services). To the Knowledge of the Company, the Company and its Subsidiaries have all rights in the Company Intellectual Property necessary to carry out the Company’s and its Subsidiaries’ current activities and, to the Knowledge of the Company, the planned activities listed in Section 3.9(a) of Company’s Disclosure Schedule with respect to the products (including any software product) or services developed, manufactured, sold, licensed, leased or delivered by the Company or any of its Subsidiaries (collectively, the “Company Products”), including any such products and services currently in development and listed in Section 3.9(a) of Company’s Disclosure Schedule, including rights to make, use, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, sublicense, rent, lease, assign and sell the Company Intellectual Property in all geographic locations and fields of use, in each case, as necessary to carry out the Company’s and its Subsidiaries’ current activities and the planned activities listed in Section 3.9(a) of Company’s Disclosure Schedule, as applicable. (e) Except as set forth on Schedule 3.16 of the Company’s Disclosure Schedule, the Company and its Subsidiaries are in compliance in all material respects with and have not materially breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any license, sublicense or other agreement to which the Company or any of its Subsidiaries is a party or is otherwise bound relating to any of the Company Intellectual Property, nor does the Company have Knowledge of any event or occurrence that would reasonably be expected to constitute such a breach, violation or default (with or without the lapse of time, giving of notice or both). Each such agreement that is material to the business of the Company and its Subsidiaries as currently conducted is in full force and effect, and to the Knowledge of the Company no other Person is in default of any obligation thereunder. Immediately following the Closing Date, the Company and its Subsidiaries will be permitted to exercise all of their respective rights under such contracts, licenses and agreements to the same extent they would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than fees, royalties or payments which the Company and its Subsidiaries would otherwise have been required to pay had the transactions contemplated by this Agreement not occurred. To the Knowledge of the Company, except as set forth in Section 3.9(e) of the Company’s Disclosure Schedule, the Company is not obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Company or its Subsidiaries in any Company Intellectual Property (excluding consideration for any generally available, off-the-shelf software programs licensed by the Company or any of its Subsidiaries on standard terms, or software licensed on standard terms that is incidental to an agreement for the purchase of third party goods or services other than development or similar services). (f) To the Knowledge of the Company, the conduct of the business of the Company and its Subsidiaries as previously conducted, as currently conducted and, to the Knowledge of the Company, as listed on Section 3.9(a) of Company’s Disclosure Schedule as planned to be conducted, has not infringed and does not and will not infringe any other Person’s copyrights, trade secret rights, right of privacy, right in personal data, moral right, patent, trademark, service m▇▇▇, trade name, firm name, logo, trade dress, mask work or other intellectual property right, or give rise to any claim of unfair competition under any applicable Law. No claims (i) challenging the validity, enforceability, effectiveness or ownership by the Company or any of its Subsidiaries of any of the Company Owned Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacture, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Company Intellectual Property by the Company or any of its Subsidiaries or by any of their respective licensees, infringes or will infringe on any intellectual property or other proprietary or personal right of any Person have been asserted against the Company or any of its Subsidiaries or, to the Company’s Knowledge, are threatened by any Person nor, to the Company’s Knowledge, does there exist any valid basis for such a claim. There are no legal or governmental proceedings, including interference, re-examination, reissue, opposition, nullity, or cancellation proceedings pending that relate to any of the Company Registered Intellectual Property, other than review of pending patent and trademark applications, and to the Knowledge of the Company no such proceedings are threatened or contemplated by any Governmental Authority or any other Person. To the Knowledge of the Company, all Company Registered Intellectual Property is infringing upon valid and subsisting. To the Company’s Knowledge, there is no unauthorized use, infringement, or misappropriation of any Company Owned Intellectual Property by any third party or employee. (g) To the Knowledge of the Company, the Company and its Subsidiaries have obtained, or with respect to Company’s corporate predecessors and assignors such predecessors and assignors have obtained, from all employees, contractors and other Persons who have created any portion of, or otherwise violating who would have any rights in or to, the Company Owned Intellectual Property valid and enforceable written assignments of any such work, invention, improvement or other rights to the Company or such Subsidiaries or corporate predecessors and assignors, as applicable. Except as set forth on Section 3.9(g) of the Company’s Disclosure Schedule, the Company has delivered true and complete copies of all such assignments currently in its possession to Buyer, and Company has no Knowledge of any such assignments that are material and which have not been delivered. (h) To the Knowledge of the Company, except as set forth in Section 3.9(h) of the Seller’s Disclosure Schedule, the transactions contemplated under this Agreement will not alter, impair or otherwise materially affect any rights of the Company or any of its PredecessorsSubsidiaries in any Company Intellectual Property. (i) Except as set forth on Section 3.9(i) of the Company’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has disclosed or delivered to any escrow agent or any other Person any of the source code relating to any Company Intellectual Property, and no other Person has the right, contingent or otherwise, to obtain access to or use any such source code. (j) The Company and its Subsidiaries have taken all commercially reasonable measures to establish and preserve their ownership of, and rights in, all material Company Owned Intellectual Property. Without limitation of the foregoing, neither the Company nor any of its Subsidiaries have made any of its trade secrets or other confidential or proprietary information that it intended to maintain as confidential (including source code with respect to Company Intellectual Property) available to any other Person except pursuant to written agreements requiring such Person to maintain the confidentiality of such information. (k) The Company Owned Intellectual Property and, to the Knowledge of the Company, any Intellectual Property licensed to the Company or any of its Subsidiaries by any Person, does not contain any computer code designed to disrupt, disable or harm in any manner the operation of any software or hardware. To the Company’s Knowledge, none of the Company Intellectual Property contains any unauthorized feature (including any worm, bomb, backdoor, clock, timer or other disabling device, code, design or routine) that causes the software or any portion thereof to be erased, inoperable or otherwise incapable of being used, either automatically, with the passage of time or upon command by any party. (l) Section 3.9(l) of Company’s Disclosure Schedule sets forth a complete and accurate list of all license and similar agreements, whether oral or in writing, for which the Company or Subsidiary of the Company, as applicable, has granted any right (whether contingent or otherwise) to use or practice any rights under any Company Intellectual Property. (m) Section 3.9(m) of Company’s Disclosure Schedule contains a complete and accurate list of all licenses and similar agreements pursuant to which the Company or any of its Subsidiaries holds rights to any third-party Intellectual Property (including without limitation any third-party software) sold with, incorporated into or used in the development of any Company Product. (n) Except as specified on Section 3.9(n) of Company’s Disclosure Schedule, no Company Product (including any Company Product currently under development) contains any code that is, in whole or in part, subject to the provisions of any license to Publicly Available Software (as defined below). Except as specified on Section 3.9(n) of the Company’s Disclosure Schedule, all Publicly Available Software used by the Company or any of its Subsidiaries has been used without modification. No Publicly Available Software has been used by the Company or any of its Subsidiaries in a manner that would require the Company or any of its Subsidiaries to disclose, license, distribute or otherwise make available any source code for any portion of any Company Owned Intellectual Property. “Publicly Available Software” means each of (i) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software, or pursuant to similar licensing and distribution models; and (ii) any software that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from, or distributed with such software (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no or minimal charge. Exhibit F sets forth the Company’s good faith estimate (after reasonable inquiry) of the costs and time to completion of the remediation activities set forth thereon.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the SellerCOUNTY acknowledges that, the Company owns, or Licensed Software is licensed or otherwise has the right Confidential Information of and proprietary to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conductedCONTRACTOR, and all Intellectual Property Rights material rights and patents, copyrights, trade secrets and, trademarks existing in respect of the Licensed Software are retained by CONTRACTOR. In respect to the manufacture operation, maintenance and sale enhancement if any to the System, COUNTY will take all reasonable steps to maintain CONTRACTOR' s rights in the Software, at least to the same extent COUNTY takes with respect to the protection of its own Confidential Information and proprietary software, which steps shall consist of those set forth below in this Paragraph. COUNTY also agrees that it will not sell, transfer, publish, display, dispose or make the Licensed Software (or any c opies of the Coflex Licensed Software) available to third parties, except that: 1) Nothing contained herein limits, conditions or constrains in any respect the right and Cofix products outside the ability of COUNTY to disseminate, publish, disclose, sell or otherwise make available to any party the Data collected by the System or reports of such Data generated by COUNTY using the Licensed Software, in whole or in part: and 2) COUNTY may disclose the Licensed Software to any consultant, independent contractor, provider or other third party retained by the COUNTY in connection with the use or operation of the United States as currently conducted Licensed Software provided, however, that in such event the COUNTY shall obtain the written agreement of the consultant, independent contractor, provider or other third party to whom such any such disclosure is made, not to disclose any such information to third parties, copy of any such information, or use any such information for any commercial purpose other than the satisfaction of contractual obligations of such parties to COUNTY, and the written agreement to take reasonable steps to protect the proprietary interest of CONTRACTOR in Licensed Software, consistent with the obligations of the COUNTY set forth herein. The obligations of COUNTY herein do not extend or apply to any information or Data comprising all or part of the Licensed Software which is in the public domain, by the Parentreason of any acts, Seller activities or any failures to act which are not a direct result of its Affiliatesaction or inaction by COUNTY. (b3) Schedule 4.08 In connection therewith, COUNTY agrees that: a. Prior to granting access and/or disclosure, COUNTY shall notify CONTRACTOR to the extent reasonably practicable if COUNTY determines that the law or an order of a court or other government agency requires a non- permitted disclosure or use of the Disclosure Schedule sets forth a true Licensed Software; b. COUNTY shall maintain written records of the number and complete list location of all issued patentscopies of the Licensed Software; c. COUNTY shall reproduce (and refrain from removing or destroying) all copyright and proprietary rights notices that are placed upon or within the Licensed Software; d. COUNTY shall erase or otherwise destroy, registered trademarksprior to disposing of media, registered trade names, registered service marks, registered copyrights and all portions of the Licensed Software contained on such media; and e. COUNTY shall notify CONTRACTOR within five (5) business days in each case applications thereforwriting upon learning of any unauthorized disclosure or use of the Licensed Software, and domain names and applications thereforcooperate fully with CONTRACTOR, if anywithin five (5) business days, owned by to cure any unauthorized disclosure or licensed to the Company as use of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingLicensed Software. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except (i) The attached "Intellectual Property Schedule" contains a complete and accurate list, as to matters that individually or in the aggregate would not have a Material Adverse Effect: of May 14, 1999, of all (a) To patented or registered Intellectual Property Rights owned or used by the Knowledge Company or any Subsidiary, (b) pending patent applications and applications for registrations of other Intellectual Property Rights filed by the Company or any Subsidiary, (c) unregistered trade names and corporate names owned or used by the Company or any Subsidiary and (d) unregistered trademarks, service marks, copyrights and computer software owned or used by the Company or any Subsidiary, in each case which are material to the financial condition, operating results, assets, operations or business prospects of the SellerCompany and its Subsidiaries taken as a whole. The Intellectual Property Schedule also contains a complete and accurate list of all licenses and other rights granted by the Company or any Subsidiary to any third party with respect to any material Intellectual Property Rights and all licenses and other rights granted by any third party to the Company or any Subsidiary with respect to any material Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. Except as set forth on the Intellectual Property Schedule, the Company ownsor one of its Subsidiaries owns all right, title and interest to, or is licensed or otherwise has the right to use pursuant to a valid license, all Intellectual Property Rights material to necessary for the conduct operation of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale businesses of the Coflex Company and Cofix products outside of its Subsidiaries as presently conducted. To the United States as currently conducted by the ParentCompany's knowledge, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and its Subsidiaries have taken all reasonably necessary actions to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid maintain and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, protect the Intellectual Property Rights which they own. (ii) Except as set forth on the Intellectual Property Schedule, (a) there have been no claims made against the Company or any Subsidiary asserting the invalidity, misuse or unenforceability of any Person. To the Knowledge of the Sellersuch Intellectual Property Rights, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and (b) neither the Company nor any of its Predecessors Subsidiary has been notified in writing received any notices of any possible infringement or other violation by misappropriation by, or conflict with, any of them or any of their products or services related third party with respect to such Intellectual Property Rights, and (c) to the Coflex Business Company's knowledge, the conduct of the Company's and each Subsidiary's business has not infringed, misappropriated or conflicted with and does not infringe, misappropriate or conflict with any Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimother Persons. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. (a) The attached INTELLECTUAL PROPERTY SCHEDULE contains a complete and accurate list of all (i) patented or registered Intellectual Property Rights owned or, to the Company's or the Seller's knowledge, used by the Company, (ii) pending patent applications and applications for other registrations of Intellectual Property Rights filed by or on behalf of the Company, and (iii) material unregistered Intellectual Property Rights owned or used by the Company. The attached INTELLECTUAL PROPERTY SCHEDULE also contains a complete and accurate list of all licenses and other rights granted by the Company to any third party with respect to any Intellectual Property Rights and all licenses and other rights granted by any third party to the Company with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. The Company owns and possesses all right, title and interest to, or has the right to use pursuant to a valid and enforceable license, all Intellectual Property Rights necessary for the operation of the businesses of the Company as presently conducted and as presently proposed to be conducted, free and clear of all Liens. Without limiting the generality of the foregoing, the Company owns and possesses all right, title and interest in and to all Intellectual Property Rights created or developed by the Company's employees and independent contractors or under the direction or supervision of the Company's employees or independent contractors relating to the businesses of the Company or to the actual or demonstratively anticipated research or development conducted by the Company. Except as to matters that individually set forth on the attached INTELLECTUAL PROPERTY SCHEDULE, the loss or in expiration of any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the aggregate Company has not had and would not reasonably be expected to have a Material Adverse Effect: (a) To , and no loss or expiration of any Intellectual Property Right is threatened, pending or, to the Knowledge of Company's or the Seller's knowledge, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliatesreasonably foreseeable. (b) Schedule 4.08 Except as set forth on the attached INTELLECTUAL PROPERTY SCHEDULE, (i) there have been no claims made against the Company asserting the invalidity, misuse or unenforceability of any of the Disclosure Schedule sets forth a true Intellectual Property Rights owned or used by the Company and, to the Company's and complete list of all issued patentsthe Seller's knowledge, registered trademarksthere is no basis for any such claim, registered trade names, registered service marks, registered copyrights and in each case applications therefor(ii) neither the Company nor the Seller has received any notices of, and domain names has no knowledge of any facts which indicate a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to any Intellectual Property Rights (including any demand or request that the Company license any rights from a third party), (iii) the conduct of the Company's businesses has not infringed, misappropriated or conflicted with and applications therefordoes not infringe, if anymisappropriate or conflict with any Intellectual Property Rights of other Persons, and (iv) to the Company's and the Seller's knowledge, the Intellectual Property Rights owned by or licensed to the Company as of the date of have not been infringed, misappropriated or conflicted by other Persons. The transactions contemplated by this Agreement (“Scheduled Intellectual Property”). Except as disclosed will not have a Material Adverse Effect on the Company's right, title or interest in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, Rights listed on the INTELLECTUAL PROPERTY SCHEDULE and all Scheduled of such Intellectual Property that are applications to registered are pending Rights shall be owned or available for use by the Company on identical terms and in good standingconditions immediately after the Closing. (c) To Except as disclosed on the Knowledge INTELLECTUAL PROPERTY SCHEDULE, none of the Sellermaterial computer software, neither computer firmware, computer hardware (whether general or special purpose) or other similar or related computer systems or software that are used or relied on by Company in the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any conduct of its Predecessors has been notified business will malfunction, will cease to function, will generate incorrect data or will produce incorrect results when processing, providing or receiving (i) date-related data from, into and between the twentieth and twenty-first centuries or (ii) date-related data in writing of connection with any possible infringement or other violation by any of them or any of their products or services related to valid date in the Coflex Business of the Intellectual Property Rights of any Person twentieth and to the Knowledge of the Seller, there is no valid basis for any such claimtwenty-first centuries. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually set forth in Section 3.13 of the Company Disclosure Schedules or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge last sentence of the Sellerthis Section 3.13, the Company owns, owns or is licensed or otherwise has possesses the right or license to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered service marks, trade names, registered service marksdomain names, registered copyrights slogans, trade secrets and other tangible or intangible proprietary confidential information (including scientific and technical information, design processes, operating processes, schematics, procedures, formulae, data processing techniques, software, the specialized information and technology embodied in each case applications thereforcommunications program materials, software documentation and other program and system designs), which it has used or currently uses (the "INTELLECTUAL PROPERTY") without any known conflict or alleged conflict with, or infringement of, the rights of others, and domain names the Company's public use of any of such Intellectual Property which the Company is currently using internally and applications thereforwhich it currently intends to commence using publicly shall not conflict with, if anyor infringe upon, the rights of others. All Intellectual Property owned by or the Company is referred to herein as the "OWNED INTELLECTUAL PROPERTY." All Intellectual Property currently licensed to the Company is referred to herein as the "LICENSED INTELLECTUAL PROPERTY." Section 3.13 of the date Company Disclosure Schedules identifies (i) all Owned Intellectual Property consisting of this Agreement issued domestic and foreign patents and patent applications pending, patent applications in process, domain name registrations, common law trademarks which are material to the Company's business as currently operated or as planned to be operated with such trademarks which the Company is currently using internally and currently intends to commence using publicly, domestic and foreign trademark registrations and trademark registration applications, copyright registrations, copyright registration applications, common law service marks which are material to the Company's business as currently operated or as planned to be operated with such trademarks which the Company is currently using internally and currently intends to commence using publicly, service ▇▇▇▇ registrations, service ▇▇▇▇ registration applications and written know-how agreements, and rights acquired through litigation, and (“Scheduled ii) all of the material Licensed Intellectual Property”Property (other than computer software which is generally commercially available). Except as disclosed set forth in Schedule 4.08 Section 3.13 of the Company Disclosure ScheduleSchedules, the agreements for Licensed Intellectual Property (including computer software) are in full force and effect; the rights of the Company thereunder are free and clear of all adverse claims, options, liens, charges, security interests and encumbrances; and no defaults exist thereunder. The Company has not been served with any notice or summons regarding any interference, opposition or cancellation proceedings or infringement suits, nor to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights knowledge of the Company or any of its Predecessors.▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,

Intellectual Property Rights. Except as to matters that individually or set forth in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the SellerSchedule 2.21, the Company owns, and its Subsidiaries own or is licensed possess all rights or otherwise has the right licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, cop▇▇▇▇hts, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights ("Intellectual Property Rights"), free from burdensome restrictions, necessary to conduct their respective businesses as presently conducted and as presently contemplated to be conducted in the future. Except as set forth in Schedule 2.21, none of the Company's or its Subsidiaries' Intellectual Property Rights material have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned. Neither the conduct Company nor any Subsidiary has any knowledge of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted any infringement by the Parent, Seller Company or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business Subsidiaries of the Intellectual Property Rights of any Person and others. There is no claim, action or proceeding being made or brought, or to the Knowledge best knowledge of the SellerCompany, there being threatened, against the Company or any of its Subsidiaries regarding Intellectual Property Rights. The Company is no valid basis for unaware of any such claim. (d) To the Knowledge facts or circumstances which might reasonably be expected to give rise to any of the Sellerforegoing infringements or claims, no Person actions or any product or service of any Person is infringing upon or otherwise violating any proceedings. No third party possesses rights to the Intellectual Property rights Rights of the Company or any of its PredecessorsSubsidiaries which, if exercised, could enable such third party to develop products competitive to those of the Company or any of its Subsidiaries or could have an adverse effect on the ability of the Company or any of its Subsidiaries to conduct its business as presently conducted or as presently contemplated to be conducted. The Company and its Subsidiaries have taken all reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Except as set forth on Section 3.18 of the SellerDisclosure Letter, there are no registered patents, trademarks, service marks, trade names or copyrights (the "Registered Intellectual Property"), or applications for or licenses (to or from the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliatessubsidiaries) with respect to any Registered Intellectual Property that are material to the Company and its subsidiaries taken as a whole, that: (i) are owned by the Company or any of its subsidiaries, or with respect to which the Company or any of its subsidiaries has any rights; or (ii) are used, whether directly or indirectly, by the Company or any of its subsidiaries. (b) Schedule 4.08 The Company has good title to its DIAMOND-Registered Trademark- 725 and DIAMOND-Registered Trademark- products, including, without limitation, DIAMOND-Registered Trademark- 725 and DIAMOND-Registered Trademark- C/S products, and all source code, algorithms, specifications, documentation and user and training materials relating to the same (collectively, the "DIAMOND Products"), free and clear of any liens, claims or encumbrances other than Permitted Liens. The DIAMOND Products are listed on Section 3.18(b) of the Disclosure Schedule sets Letter. The Company owns no other software products, and has no software products in development. The Company and its subsidiaries own all rights to market, sell, license, install, maintain and otherwise use the DIAMOND Products without infringing on or otherwise acting adversely to the rights or claimed rights of any person. To the knowledge of the Company, none of the Company's existing or contemplated development efforts with respect to the DIAMOND Products or future products of the Company infringe on or will infringe on or otherwise adversely affect the rights or claimed rights of any person. (c) Except as set forth a true on Section 3.18 of the Disclosure Letter (and complete list excluding the DIAMOND Products), the Company and its subsidiaries have the right to use the Registered Intellectual Property set forth on Section 3.18 of all issued patentsthe Disclosure Letter, registered and any other computer software and software licenses, intellectual property, proprietary information, trade secrets, trademarks, registered trade names, registered service markscopyrights, registered copyrights material and in each case applications thereformanufacturing specifications, drawings and designs used by the Company or any of its subsidiaries (collectively, "Intellectual Property"), without infringing on or otherwise acting adversely to the rights or claimed rights of any person, except to the extent such infringement or actions adverse to another's rights or claimed rights could not reasonably be expected to have a Company Material Adverse Effect. (d) The Company and its subsidiaries have taken all commercially reasonable actions to protect, and domain names and applications thereforto prevent the unauthorized disclosure of, if anyeach item of Intellectual Property (including, without limitation, the DIAMOND Products), owned by or licensed to them, including, without limitation, through the Company as use of the date of this Agreement (“Scheduled Intellectual Property”)written nondisclosure agreements. Except as disclosed in Schedule 4.08 Section 3.20(a) of the Disclosure ScheduleLetter, and to the Knowledge Company has not disclosed the source code for any of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingDIAMOND Products. (ce) To the Knowledge Except as set forth on such Section 3.18 of the SellerDisclosure Letter, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified subsidiaries is obligated to pay any royalty or other consideration material to the Company and its subsidiaries taken as a whole to any person in writing connection with the Company's use or ownership of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to (including the Knowledge of the Seller, there is no valid basis for any such claimDIAMOND Products). (df) To the Knowledge Except as set forth on such Section 3.18 of the SellerDisclosure Letter and as could not reasonably be expected to have a Company Material Adverse Effect, to the Company's knowledge, no Person or any product or service of any Person other person is infringing upon or otherwise violating any Intellectual Property on the rights of the Company or and its subsidiaries in any of its Predecessorstheir Intellectual Property (including the DIAMOND Products).

Intellectual Property Rights. Except as (a) Schedule 3.15(a)(i) lists and describes all Owned Intellectual Property Rights that are (x) Registered Intellectual Property Rights, or (y) not Registered Intellectual Property Rights and not Software. Schedule 3.15(a)(ii) lists all written Licensed-In Intellectual Property Rights and Contracts relating to matters Licensed-In Intellectual Property Rights (other than Off-the-Shelf Software) that individually or is not described in Schedule 3.15(f). The Company owns all right, title and interest in the aggregate would Owned Intellectual Property Rights set forth on Schedule 3.15(a) free and clear of all Encumbrances. The Company does not have a Material Adverse Effect:and has not in the past five years infringed or otherwise violated the Intellectual Property rights of any third party. To the Knowledge of the Company, no Owned Intellectual Property Right has been infringed by any Person. (ab) None of the Company’s current employees has any patents issued or applications pending for any device, process, design or invention of any kind now used or needed by the Company in the furtherance of its business, which patents or applications have not been assigned to the Company. (c) Reasonable precautions have been taken to protect the secrecy, confidentiality and value of the trade secrets and all other proprietary information used by the Company or any Subsidiary including the implementation and enforcement of policies requiring each employee or independent contractor who has access to trade secrets to execute proprietary information and confidentiality agreements substantially in a standard form, and each current and former employee and independent contractor of the Company or any Subsidiary has executed such an agreement. To the Knowledge of the Company, there has been no breach or other violation of such agreements. Each of the Company and its Subsidiaries has the right to use all trade secrets and other proprietary information currently used in its business, subject to any Contract relating to Licensed-In Intellectual Property Rights. (d) There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted or threatened against the Company concerning the ownership, validity, registerability, enforceability, infringement or use of, or licensed right to use, any Intellectual Property. To the Knowledge of the Company, no valid basis for any such litigation, opposition, cancellation, proceeding, objection or claim exists. (e) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the SellerCompany, neither the Company, nor its Predecessors Company nor any of their products or services relating to the Coflex Business Subsidiary has infringed upon infringed, misappropriated or otherwise violated, or is infringing upon or otherwise violating, the violated any Third-Party Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect theretoRight, and neither the Company nor any of its Predecessors Subsidiary has been notified in writing received any notice of any possible infringement infringement, misappropriation or other violation by any of them the Company or any Subsidiary of their products or services related to the Coflex Business of the any Third-Party Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimRight. (df) To the Knowledge Schedule 3.15(f) contains a true and complete list, by category, of (i) all of the Seller, no Person Software programs owned by the Company or any product Subsidiary (the “Proprietary Software Programs”); (ii) all Software programs licensed by the Company and incorporated into, or service sold with, the Proprietary Software Programs (“Embedded Third-Party Programs”); (iii) all Software programs licensed by the Company for sale or distribution (“Distribution Third-Party Programs”); and (iv) all third-party software applications licensed by the Company for its own internal use (“Internal Use Programs”), excluding Off-the-Shelf Software. The Company (x) owns full and unencumbered right and good, valid and marketable title to the Proprietary Software Programs free and clear of all mortgages, pledges, liens, security interests, conditional sales agreements, encumbrances or charges of any Person is infringing upon kind, (y) holds a valid right to use and combine with the Proprietary Software Programs, and to distribute and sell licenses or otherwise violating sublicenses worldwide to third party end users of, the Embedded Third-Party Software Programs, subject only to the royalties, other payments and other contract terms referred to in Schedule 3.15(f), and (z) holds a valid license to distribute or sell sublicenses to the Distribution Third-Party Programs to end users worldwide for their own internal use, subject only to the royalty or distribution fees, other payments and other contract terms referred to Schedule 3.15(f). The transactions contemplated by this Agreement do not require consent under, will not cause termination of, and will not cause acceleration of the obligations of the Company under any Intellectual Property rights contract or agreement relating to any Embedded Third-Party Programs, Distribution Third-Party Programs or Internal Use Programs. Except as set forth in Schedule 3.15(f), all Internal Use Programs are subject to a current license agreement that covers all use of the Software in the business of the Company or any Subsidiary, as conducted or as proposed to be conducted, without the payment of any on-going royalties or other consideration other than maintenance or support fees. (g) The source code and system documentation relating to the Proprietary Software Programs (i) have at all times been maintained in strict confidence, (ii) have been disclosed by the Company only to employees who have had a “need to know” the contents thereof in connection with the performance of their duties to the Company and who have executed appropriate nondisclosure agreements, and (iii) have not been disclosed to any third party. Neither the Company nor any Subsidiary has (x) provided a right or license to any Person, other than a Subsidiary, to copy the Proprietary Software Programs in source code form, or in object code form except for delivery of all copies to the Company, (y) provided an exclusive license to any third party with respect to any Proprietary Software Program, or (z) except as set forth in Schedule 3.15(g), provided an exclusive right to distribute, market or sell licenses to the Proprietary Software Programs, either generally or by geography. (h) Each of the Proprietary Software Programs that are licensed to end users as part of the business of the Company and its PredecessorsSubsidiaries conforms in all material respects to the specifications thereof, and, with respect to each of such Proprietary Software Program, the application can be compiled from its associated source code. Schedule 3.15(h) sets forth a list of known material software defects, errors and viruses in such Proprietary Software Programs. None of the Proprietary Software Programs contains any shareware, open source code, or other software whose use requires disclosure or licensing of Intellectual Property.

Intellectual Property Rights. Except as For the purposes of this Section 5.1(h), “School Assets” shall be deemed to matters that individually or in also include the aggregate would not have a Material Adverse Effect:Acquired Subsidiary Assets of the Acquired Subsidiary. (ai) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use Schedule 2.1(f) lists all (A) Intellectual Property Rights Registrations included within the School Assets, and (B) Intellectual Property Assets, including software, that are not registered but that are included within the School Assets and are material to the conduct operation of the Coflex Business as currently conductedUniversity. All required filings and fees related to the Intellectual Property Registrations have been timely filed with and paid to the relevant Governmental Entities and authorized registrars, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that Registrations are applications to registered are pending and otherwise in good standing. (cii) To Seller, or, as applicable, an Acquired Subsidiary, is the Knowledge sole and exclusive legal and beneficial, and with respect to the Intellectual Property Registrations, record, owner of all right, title and interest in and to the Intellectual Property Assets, and has the valid right to use all other Intellectual Property used in or necessary for the operation of the University as currently operated, in each case, free and clear of all liens, claims, and encumbrances other than Permitted Encumbrances. Without limiting the generality of the foregoing, Seller, neither or, as applicable, an Acquired Subsidiary, has taken reasonable measures to cause current and former employees and independent contractors of Seller or such Acquired Subsidiary, to assign to Seller or such Acquired Subsidiary, any ownership interest and right they may have in the CompanyIntellectual Property Assets and acknowledge Seller’s, or such Acquired Subsidiary’s, exclusive ownership of all Intellectual Property Assets. (iii) The Intellectual Property Assets and Intellectual Property licensed under the Intellectual Property Agreements that are included within the School Assets, together with the Intellectual Property owned or licensed by Seller and any Acquired Subsidiaries and included within the Services Assets, are all of the Intellectual Property necessary to operate the University as presently operated. Except as set forth on Schedule 5.1(h)(iii), the consummation of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with respect to, nor its Predecessors nor require the consent of any other Person in respect of, the Buyer’s right to own, use or hold for use any Intellectual Property being acquired by Buyer hereunder. Without limiting the generality of their products the foregoing, following the consummation of the transactions contemplated hereunder, Buyer will either own directly (or services relating indirectly through an Acquired Subsidiary) or, pursuant to the Coflex Business Master Services Agreement, receive the benefit of all Intellectual Property Assets currently used in the operation of the University without necessitating payment of any royalties, license fees, or other amounts other than the Services Fees as defined in the Master Services Agreement. (iv) Seller’s and the Acquired Subsidiaries’ rights in the Intellectual Property Assets are valid, subsisting and enforceable. Seller and the Acquired Subsidiaries have taken reasonable measures to protect the confidentiality of trade secrets related to the University that are owned or used by Seller and the Acquired Subsidiaries, and to Seller’s knowledge, such trade secrets have not been used or disclosed by any Person except pursuant to a nondisclosure and/or license agreement that has infringed upon not been breached. (v) Except as otherwise indicated on Schedule 5.1(h)(v), since the Compliance Date, to Seller’s knowledge, (A) the operation of the University as currently and formerly conducted, and the Intellectual Property Assets and Intellectual Property licensed under the Intellectual Property Agreements as currently or formerly owned, licensed or used by Seller or the Acquired Subsidiaries, do not infringe, misappropriate, dilute or otherwise violate, and have not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property or other rights of any Person; and (B) no Person has infringed, misappropriated, diluted or otherwise violated, or is infringing upon currently infringing, misappropriating, diluting or otherwise violating, the any Intellectual Property Rights Assets. (vi) There are no legal proceedings (including any oppositions, interferences or re-examinations) pending or, to the knowledge of any Person. To the Knowledge of the Seller, there is no suitthreatened (including in the form of offers to obtain a license): (A) alleging any infringement, claimmisappropriation, action, investigation dilution or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to by Seller or any Acquired Subsidiary in connection with the Knowledge operation of the SellerUniversity; (B) challenging the validity, there is no valid basis for any such claim. (d) To the Knowledge enforceability, registrability or ownership of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property Assets or Seller’s or an Acquired Subsidiaries’ rights of the Company with respect to any Intellectual Property Assets; or (C) by Seller or any other Person alleging any infringement, misappropriation, dilution or violation by any Person of its Predecessorsany Intellectual Property Assets. None of Seller or any Acquired Subsidiary is subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or would restrict or impair the use of any Intellectual Property Assets.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To The Company, together with the Knowledge of the SellerSubsidiaries, the Company owns, or is validly licensed or otherwise has possesses legally enforceable rights to use, all patents, patent rights, trademarks, trademark rights, industrial designs, industrial design rights, trade names, trade name rights, service marks, domain names, copyrights, and any applications for any of the right to use all foregoing, maskworks, schematics, inventions, technology, know-how, trade secrets, ideas, algorithms, processes, computer software programs or applications (in both source code and object code form), database, and tangible or intangible proprietary or confidential information (“Intellectual Property Rights material Property”) that are used or, to the conduct knowledge of the Coflex Business as currently conductedCompany necessary to be used, and all Intellectual Property Rights material to in the manufacture and sale business of the Coflex Company and Cofix products outside of the United States Subsidiaries as currently conducted or proposed to be conducted by the ParentCompany and the Subsidiaries (collectively, Seller or any of its Affiliates“Company Intellectual Property”). (b) Schedule 4.08 Section 3.14(b) of the Disclosure Schedule sets forth a true lists (i) all patents and complete list of patent applications and all issued patentsregistered trademarks and trademark applications, all registered trademarksindustrial designs and industrial design applications, registered trade names, names and registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to all registered copyrights included in the Company Intellectual Property, including the jurisdictions in which each such Company Intellectual Property right has been issued or registered or in which any application for such issuance and registration has been filed, (ii) all material licenses, sublicenses and other agreements other than non-exclusive licenses and sublicenses granted to customers in the ordinary course of business as to which the Company or any Subsidiary is a party and pursuant to which any third party is authorized to use any Company Intellectual Property, and (iii) all material licenses, sublicenses and other agreements as to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary is authorized to use any third-party patents, trademarks or copyrights, including software, other than off-the-shelf, shrink wrapped software and other currently available commercial software (“Third Party Intellectual Property Rights”) which are incorporated in, are, or form a part of any product of the date Company or any Subsidiary. The execution and delivery of this Agreement (“Scheduled Intellectual Property”)by the Company and the consummation of the transactions contemplated hereby will not cause either the Company or any Subsidiary to be in material violation or default under any such license, sublicense or agreement, nor entitle any other party to any such license, sublicense or agreement to terminate or modify to any material extent such license, sublicense or agreement. Except as disclosed set forth in Schedule 4.08 Section 3.14(b) of the Disclosure Schedule, the Company or a Subsidiary is the sole and exclusive owner or licensee of, with all right, title and interest in and to (free and clear of any Liens), the Knowledge Company Intellectual Property, and has sole and exclusive rights (and is not contractually obligated to pay any compensation to any third party in respect thereof) to the use thereof or the material covered thereby in connection with the services or products in respect of the Seller, all Scheduled which Company Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingbeing used by the Company or such Subsidiary. (c) To the Knowledge knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suitunauthorized use, claiminfringement or misappropriation of any Company Intellectual Property, actionany trade secret material of the Company or any Subsidiary or any Third Party Intellectual Property to the extent licensed by or through the Company or any Subsidiary, investigation by any third party, including any current or proceeding pending former employee, contractor or threatened with respect thereto, and neither independent consultant. Neither the Company nor any Subsidiary has entered into any agreement to indemnify any other person against any charge of its Predecessors has been notified in writing infringement of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimProperty. (d) To Neither the Knowledge Company nor any Subsidiary is, nor will be, as a result of the Sellerexecution and delivery of this Agreement or the performance of obligations under this Agreement, no Person in breach of any material license, sublicense or other agreement relating to the Company Intellectual Property or Third Party Intellectual Property Rights. (e) Neither the Company nor any Subsidiary has been sued in any suit, action or proceeding during the past five (5) years which involves a claim of infringement of any patents, trademarks, industrial designs, service marks, domain names, copyrights or violation of any trade secret or other proprietary right of any third party. Neither (i) the conduct of the business of the Company and the Subsidiaries as currently conducted nor (ii) the use of the Company Intellectual Property by the Company or any product Subsidiary or the sale of products by the Company or any Subsidiary, infringes or violates any valid and enforceable license, trademark, trademark right, trade name, trade name right, industrial design, industrial design right, patent, patent right, invention, service ▇▇▇▇, domain name or copyright of any Person third party in any material way. No third party is infringing upon challenging the ownership or otherwise violating license by the Company or any Subsidiary, or the validity or effectiveness thereof, of any of the Company Intellectual Property. Neither the Company nor any Subsidiary has brought any action, suit or proceeding for infringement of Company Intellectual Property or breach of any license or agreement involving Company Intellectual Property during the past five (5) years against any third party. There are no pending or, to the knowledge of the Company, threatened interference, re-examinations, oppositions or nullities involving any patents, patent rights or applications therefor of the Company or any Subsidiary, except such as may have been commenced by the Company or any Subsidiary. Neither the Company nor any Subsidiary is in material breach or violation of its Predecessorsany material license agreement, and, to the knowledge of the Company, no other party is in breach or violation of, nor is any material breach or violation, to the knowledge of the Company, threatened nor has the Company or any Subsidiary suffered any actual loss of rights under any license agreement to which the Company or any Subsidiary is a party. (f) To the Company’s knowledge, the Company and each Subsidiary have executed written agreements with all former and current employees, consultants, contractors and any and all other third parties who materially participated in the design or creation of Company Intellectual Property which assign to the Company or such Subsidiary any and all rights to Company Intellectual Property including inventions, improvements, or discoveries of information, whether patentable or not, made by them during their service to the Company or such Subsidiary, and which are not considered a work made for hire. (g) The Company and each Subsidiary have taken reasonably necessary and appropriate steps to protect and preserve the confidentiality of all Company Intellectual Property not otherwise protected by patents, patent applications or copyright (“Confidential Information”). The Company and each Subsidiary have a policy requiring each employee, consultant and independent contractor to execute nondisclosure and assignment of inventions agreements in the Company’s standard forms attached to Section 3.14(g) of the Disclosure Schedule, and all, to the Company’s knowledge, current and former (during the past 18 months) key employees, consultants and independent contractors of the Company or any Subsidiary who have ever had access to Confidential Information have executed such an agreement. All use, disclosure or appropriation of Confidential Information owned by the Company or any Subsidiary by a third party has been pursuant to the terms of a written agreement between the Company or such Subsidiary and such third party. All use, disclosure or appropriation of Confidential Information not owned by the Company or any Subsidiary has been pursuant to the terms of a written agreement between the Company or such Subsidiary and the owner of such Confidential Information, or is otherwise lawful, which use, disclosure or appropriation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (h) The Company, together with the Subsidiaries, solely owns all Company Intellectual Property that is conceived, made, discovered, reduced to practice or developed (in whole or in part, either alone or jointly with others) by any third parties performing any development, engineering, or manufacturing services on behalf of the Company or any other services that have created any Company Intellectual Property, such third parties including but not limited to all contract manufacturers, consultants providing contract engineering services, joint venture partners and providers of maquiladora services.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Schedule 4.14(a) sets forth a complete list of the Sellerall rights in patents, the Company ownspatent applications, trademarks, service marks, trade names, corporate names, copyrights, mask works, trade secrets, know-how, Internet Web sites, domain names and applications and registrations pertaining thereto or other intellectual property rights owned by, licensed to or otherwise controlled by Purchaser or used in, developed for use in, or is licensed or otherwise has the right to use all Intellectual Property Rights material necessary to the current conduct of the Coflex Business business of the Company as currently conductednow conducted (the "PURCHASER INTELLECTUAL PROPERTY"). Except as set forth on Schedule 4.14(a), and all of the Purchaser Intellectual Property Rights material to the manufacture which is owned by Purchaser is owned free and sale clear of the Coflex and Cofix products outside liens or encumbrances of the United States as currently conducted by the Parent, Seller or any of its Affiliatesnature. (b) Schedule 4.08 Purchaser owns, or licenses or otherwise possesses legal enforceable rights to use all of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Purchaser Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge knowledge of Purchaser, there are no conflicts with or infringements of any Purchaser Intellectual Property by any third party and the conduct of the Seller, neither the Company, nor its Predecessors nor businesses as currently conducted does not conflict with or infringe any proprietary right of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claima third party. (d) To Schedule 4.14(d) sets forth a complete list of all material licenses, sub-licenses and other agreements pursuant to which Purchaser has granted rights to use the Knowledge Purchaser Intellectual Property to any third party. Purchaser will not, as a result of the Sellerexecution and delivery of this Agreement or the performance of its obligations under this Agreement, no Person or any product or service be in breach of any Person license, sublicense or other agreement relating to the Purchaser Intellectual Property. (e) Purchaser has not received any notice of, nor are there any facts known to Purchaser which indicate a likelihood of, any infringement or misappropriation by, or conflict from, any third party with respect to the Purchaser Intellectual Property. No claim by any third party contesting the validity of any rights of Purchaser in the Purchaser Intellectual Property has been made, is infringing upon currently outstanding or, to the knowledge of Purchaser, is threatened. Purchaser has not received any notice of any infringement, misappropriation or violation by Purchaser of any intellectual property rights of any third parties and Purchaser has not infringed, misappropriated or otherwise violating violated any Intellectual Property rights such intellectual property rights. No infringement, illicit copying, misappropriation or violation has occurred or will occur with respect to the current conduct of the Company or any business of its PredecessorsPurchaser.

Intellectual Property Rights. Except as set forth in Section 3.13 to matters that individually the Target Company Disclosure Schedule, each Target Company and its subsidiaries owns or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has possesses the right or license to use all Intellectual Property Rights material patents, trademarks, servicemarks, trade names, slogans, registered copyrights, industrial designs, and all trade secrets (including scientific and technical information, design processes, procedures, formulae, data processing techniques, computer programs and improvements, the specialized information and technology embodied in communications program materials, software documentation and other program and system designs), it currently uses, without any known conflict or alleged conflict with, or infringement of, the rights of others. Section 3.13 of the Target Company Disclosure Schedule identifies in all material respects (i) the intellectual property (including, without limitation, issued domestic and foreign patents, patent applications pending, patent applications in process, industrial designs, industrial design applications and registrations, trademarks, trademark registrations, trademark registration applications, copyright registrations, copyright registration applications, service marks, service ▇▇▇▇ registrations, service ▇▇▇▇ registration applications, know-how agreements, licenses (other than of computer software which is generally commercially available), rights acquired through litigation, logos, trade names and trade secrets material to the conduct of the Coflex Business as currently conductedbusiness of the Target Companies (collectively, the "Owned Intellectual Property"), and all (ii) intellectual property currently licensed to such Target Company ("Licensed Intellectual Property") (together with the "Owned Intellectual Property", the "Intellectual Property"). To the knowledge of the Target Companies, (i) the agreements and/or arrangements for Licensed Intellectual Property Rights (including computer software) are in full force and effect; (ii) the rights of each Target Company thereunder are free and clear of all adverse claims, options, liens, charges, security interests and encumbrances; and (iii) no material defaults exist thereunder. There are no interference, opposition or cancellation proceedings or infringement suits pending, or, to the manufacture and sale knowledge of the Coflex and Cofix products outside Target Companies threatened, with respect to any Owned Intellectual Property. Within the last six (6) years, no Target Company or subsidiary has been charged with infringing any patent or trademark right of any person. The Intellectual Property comprises all of the United States intellectual property rights and licenses pertaining thereto necessary for the Target Companies to conduct their respective businesses as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefornow operated, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled such Intellectual Property is subsisting, valid sufficient for the purposes of operating the communications hardware and enforceable, and all Scheduled other equipment utilized by the Target Companies in the provision of telemarketing services generally. No Target Company has knowingly taken or knowingly allowed there to be taken any action to cause any of the material Owned Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to its business or operations to enter the Coflex Business has infringed upon or otherwise violatedpublic domain, or is infringing upon or otherwise violating, the knowingly failed to take such action necessary to prevent such Owned Intellectual Property Rights of any Person. To from so entering the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimpublic domain. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect15.1 In this clause 15: (a) To ‘Intellectual Property’ means, without limitation, patents, inventions, know-how, trade secrets and other confidential information, rights in design (registered and unregistered), copyright including copyright works, data, database rights and sui generis rights, rights affording equivalent protection to copyright, semiconductor topography rights, trade marks, service marks, logos, domain names, business names, trade names, brand names, certification marks, assumed names and other indicators or origin, and all other industrial or intellectual property developed, discovered, acquired, conceived or made by the Knowledge Employee in connection with and/or during the course of his employment or otherwise in any way affecting, connected or related to the performance of her duties hereunder; and (b) ‘Intellectual Property Rights’ means any present or future rights title and interest and applications for rights title and interest or forms of protection of similar nature or having similar effect in one part of the Sellerworld, or relating to Intellectual Property and copyright works including (without prejudice to the generality of the foregoing) author certificates, inventor certificates, improvement patents, utility certificates, moral rights, models and certificates of addition and including any divisions, renewals, continuation, extensions or reissues thereof and rights in the nature of unfair competition rights and rights for passing off. 15.2 The Employee acknowledges and agrees that any Intellectual Property arising from the performance of her duties under this Agreement will belong to and be the absolute property of the Company owns, or is licensed or otherwise has and the right Employee undertakes not to use dispute the Company’s ownership of such Intellectual Property. 15.3 The Employee will disclose full details of all Intellectual Property arising from the performance of her duties under this Agreement to the Company and the Employee hereby agrees to assign and does hereby expressly assign to the Company all Intellectual Property Rights material for their full term throughout the world including without limitation the right to sue for any infringement or threatened infringement of any such Intellectual Property Rights, title or interest whether such infringement or threatened infringement occurs prior to or after the execution of this Agreement and waives all moral rights he may have in respect of such Intellectual Property. 15.4 The Employee acknowledges and agrees that it may not now or at any time in the future use or exploit the Intellectual Property without the express written permission of the Company, except insofar as is necessary for the performance of her duties hereunder. 15.5 The Employee warrants and represents that he will be the sole beneficial owner of Intellectual Property Rights and that the Employee will be free to assign such Intellectual Property Rights to the conduct Company pursuant hereto without any third party claims, liens, charges or encumbrances of any kind and that the Employee is free of any duties or obligations to third parties, which may conflict with the terms of this Agreement. The Employee agrees to indemnify the Company against any and all liability, loss, damage, costs and expenses which the Company may incur or suffer as a result of a breach by the Employee of the Coflex Business warranties set out in this clause 15.5. 15.6 The Company will, in its sole discretion, be entitled to apply for Intellectual Property Rights in respect of the Intellectual Property. 15.7 The Employee agrees if and whenever required to do so (whether during or after the termination of this Agreement) at the expense of the Company to do all things necessary, execute such deeds and documents and provide all such assistance as currently conducted, the Company may reasonably require to enable the Company to obtain and maintain the benefit of all Intellectual Property Rights material to the manufacture and sale in any part of the Coflex world and Cofix products outside the Employee acknowledges that he will not be entitled to any further compensation or fees in respect of the United States performance of her obligations under this clause save as currently conducted may be provided for by the Parent, Seller or any of its Affiliateslaw. (b) Schedule 4.08 15.8 The Employee irrevocably appoints the Company to be the Employee’s attorney or agent in the Employee’s name and on the Employee’s behalf to do all such acts and things and to sign all such deeds and documents as may be necessary in order to give the Company the full benefit of the Disclosure Schedule sets forth provisions of this clause and the Employee agrees that a true and complete list certificate in writing in favour of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned any third party signed by or licensed to any duly authorised officer of the Company as of that any act or thing or deed, document or instrument falls within the date of authority hereby conferred will be conclusive evidence that this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of is the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingcase. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, 15.9 The Employee warrants and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business represents that none of the Intellectual Property Rights or the exercise of them will infringe any intellectual property rights of which a third party is the proprietor including, in particular but without limitation, any patents, copyrights, registered designs, moral rights or rights of confidence. The Employee agrees to indemnify the Company against any and all liability, loss, damage, costs and expenses which the Company or a third party may incur or suffer whether direct or consequential (including but without limitation any economic loss or other loss of profits, business or goodwill) as a result of any Person and dispute or contractual, tortious or other claims or proceedings brought against the Company by a third party alleging infringement of its intellectual property rights by reason of the use or exploitation of any Intellectual Property, conceived, originated, made or developed by the Employee PROVIDED ALWAYS that: (a) the Company will forthwith give written notice to the Knowledge Employee of any claims or proceedings following receipt of them; (b) the Seller, there is Company will make no valid basis for any such claim.admission of liability and must give the Employee sole authority to defend or settle the claims or proceedings at the Employee’s cost and expense; (c) the Company must give the Employee all reasonable assistance in connection with the claims or proceedings at the Employee’s cost and expense; (d) To in addition to the Knowledge aforesaid indemnity, where an injunction restraining use or exploitation by the Company of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights is, in the opinion of the Company or Company’s legal advisers, likely to be granted to the third party, the Employee’s will do all such acts and things either to render them non-infringing without affecting any of its Predecessorsthe Employee’s other duties and obligations under this Agreement or will obtain a licence from the third party granting the Company the right to continue using them. 15.10 The obligations of the parties under this clause 15 will survive the expiry or the termination of this Agreement for whatever reason.

Intellectual Property Rights. Except as listed in Appendix F (Schedule of Exceptions), SurgiLight owns all right, title and interest in and to matters that individually or all of the Patents listed in Appendix A, subject to the encumbrance listed in Appendix F and SurgiLight has an exclusive license in the aggregate would not have a Material Adverse Effect: (a) To field of ophthalmology to the Knowledge patents in Appendix B subject to the exclusions listed in Appendix F. Neither SurgiLight, nor to the actual knowledge of SurgiLight, any person having had any interest at any time in any of the SellerPatents, the Company ownshas assigned, or is licensed transferred, licensed, pledged or otherwise encumbered any interest in any of the Patents or agreed to do so (other than (A) for transfers of rights prior to the date of this Agreement, so long as SurgiLight now holds all such rights, (B) as contemplated by this Agreement or (C) with respect to rights outside of the Presbyopia Field of Use in the Licensed Patents set forth in Appendix A or rights outside of the Ophthalmology Field of Use in the Licensed Patents set forth in Appendix B). Neither SurgiLight nor any person with any interest at any time in any of the Patents has entered into any covenant not to compete or contract or agreement restricting the right to use all Intellectual Property Rights material or practice any of the Patents in any market or geographic area or with or without any person. To the actual knowledge of SurgiLight, (A) SurgiLight is not aware of any information that would form a reasonable basis for invalidating or rendering unenforceable any claim in the Patents (assuming in the instance of any patent applications, for purposes of this representation, that conforming patents have issued), (B) no statement or assertion has been made by any third party that any such claim is invalid or unenforceable and (C) no statement or assertion has been made by any third party that such third party is aware of any reasonable basis as to the conduct future invalidity or unenforceability of any such claim. There are no defects in the filing or prosecution of the Coflex Business Patents that, to the actual knowledge of SurgiLight, could cause either (A) the invalidity, unenforceability or lapse of any Patents (including any conforming patents that may issue from any patent applications with respect thereto) or (B) conforming patents not to issue from such patent applications. Other than with respect to the Licensed Patents, SurgiLight has received assignment of the entire right, title and interest in and to the Patents from any and all inventors with respect thereto and/or any and all predecessors in right without obligation for the payment of any further consideration whatsoever, except as currently conductednoted in Appendix F (Schedule of Exceptions). Other than with respect to the Licensed Patents, SurgiLight has received from each current or former officer and each employee of SurgiLight an agreement providing SurgiLight with title and ownership of any and all rights pertaining to any and all Patents developed or held by such individual, by assignment or otherwise, and all Intellectual Property Rights material SurgiLight owes no obligation to any person or entity with respect to any such agreement (including, without limitation, any royalty payment obligation). To the manufacture actual knowledge of SurgiLight and sale except as disclosed in Appendix F (Schedule of the Coflex and Cofix products outside of the United States as currently conducted Exceptions), (A) no action has taken place (whether by the Parent, Seller U.S. Patent and Trademark Office (the "USPTO") or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications thereforthird party), and domain names no notice of or information with respect to any such pending or contemplated action has been issued, delivered or made known to SurgiLight or its counsel, that would affect, in any way, the Patents or the prospects for the issuance of any conforming patents with respect thereto in the near-term and applications therefor, if any, owned by (B) no events have occurred or licensed are anticipated to occur that would cause an unreasonable delay in the Company issuance of such conforming patents. All fees and assessments owed as of the date hereof to the USPTO or any other agency, authority or third party in respect of this Agreement (“Scheduled Intellectual Property”)the Patents have been paid. Except as disclosed in Appendix F (Schedule 4.08 of Exceptions), the Patents contained in Appendices A and B are all patents as to which SurgiLight has rights that are in the Presbyopia Field of Use and the Patents in Appendix A are all the patents owned by SurgiLight in the Presbyopia Field of Use. The sole remedy to a breach of this representation and warranty, is that SurgiLight will amend Appendices A or B as applicable to include such patent. Except as disclosed in Appendix F (Schedule of Exceptions), the only liens against the Patents are [CONFIDENTIAL TREATMENT REQUESTED]. The sole remedy to a breach of this representation and warranty is that SurgiLight will use its reasonably commercial efforts to obtain a release of the Disclosure Schedule, lien or acknowledgement of Biolase's license in the form of Appendix E and failing that Biolase may offset any payments agreed to by SurgiLight necessary to clear the Knowledge of lien from the Seller, all Scheduled Intellectual Property is subsisting, valid payments owed in Section 2.d. and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing2.e. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Section 2.15 of the SellerDisclosure ---------------------------- ------------------------------ Schedule contains a true and correct list of the material Intellectual Property -------- (including, the Company ownswithout limitation, or is licensed or otherwise has the right to use all Intellectual Property Rights material that is the subject of any registration or application for registration by the Company) owned or licensed by the Company and such Intellectual Property is the only Intellectual Property necessary for the Company to provide the services it is obligated to provide under its current customer Contracts and otherwise to conduct its business. The Company has all right, title and interest in each item of Intellectual Property disclosed in Section 2.15 of the Coflex Business as currently conducted------------------- Disclosure Schedule, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States except as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 disclosed in Section 2.15 of the Disclosure Schedule sets forth a true ------------------- ------------------------------ Schedule, such Intellectual Property is free and complete list clear of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”)Liens. Except as -------- disclosed in Schedule 4.08 Section 2.15 of the Disclosure Schedule, and (a) the Company has all --------------------------------------- necessary rights to use the Knowledge Intellectual Property disclosed therein, (b) all registrations owned by or on behalf of the SellerCompany, all Scheduled and applications to Governmental or Regulatory Authorities in respect of such Intellectual Property are valid and in full force and effect, (c) there are no restrictions on the direct or indirect transfer of any such Intellectual Property, (d) the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of its trade secrets, (e) the Company has not granted any license, agreement or other permission to use such Intellectual Property except as provided in the Contracts listed in Section 2.16 of the Disclosure Schedule and (f) the Company does not have knowledge that such Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) being infringed by any other Person. To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating's knowledge, the Intellectual Property Rights listed in Section 2.15 of the Disclosure Schedule is not infringing any --------------------------------------- Intellectual Property of any other Person. To No claim is pending or, to the Knowledge knowledge of the SellerCompany, there is no suit, claim, action, investigation has been threatened alleging any such infringement or proceeding pending or threatened with respect theretoto the ownership, and neither validity, license or use of, or any infringement resulting from, the Company nor any of its Predecessors has been notified in writing Company's Intellectual Property or the sale of any possible infringement or other violation by any of them or any of their products or services related to by the Coflex Business of the Company. The Intellectual Property Rights and information systems (including all computer hardware and software) owned, licensed or otherwise used by the Company are free in all material respects of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim"Year 2000 Problem. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors."

Intellectual Property Rights. The Company and each Subsidiary owns, or has sufficient rights worldwide to use, all patents and patent applications (including reissues, divisions, continuations, continuations-in-part, extensions, reexaminations and foreign counterparts thereof), trademarks, trademark applications, service marks, trade names, copyrights, trade secrets and know-how, including unpatented inventions, licenses for any of the foregoing and other intellectual property rights listed on Schedule 2.9 of the Disclosure Schedule (collectively, the “Intellectual Property Rights”). To the Company’s best knowledge (after diligent inquiry), there are no other intellectual property rights used in or necessary or material for use in connection with the Company’s and its Subsidiaries’ respective businesses as currently being conducted as described in the SEC Documents and the Draft Annual Report. Except as to matters that individually set forth in Schedule 2.9, all of the Intellectual Property Rights owned by the Company or in any Subsidiary are exclusively owned by the aggregate would not have Company or a Material Adverse Effect: Subsidiary and are free and clear of all Liens. Schedule 2.9 (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true complete and complete accurate list of all issued patents, registered trademarks, registered trade names, registered service marks, trademarks and registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of or any Subsidiary, in any jurisdiction throughout the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceableworld, and all Scheduled applications for the foregoing; and Schedule 2.9 (b) sets forth a list of all agreements under which the Company or any Subsidiary receives from or grants to any Person any Intellectual Property that Rights, other than off-the-shelf, shrink-wrap or click-wrap software licenses. There are applications to registered are pending and in good standing. (c) To no Proceedings, including without limitation any interference, reissue, reexamination, opposition, cancellation or similar proceedings, which adversely affect or challenge the Knowledge legality, validity, use or enforceability of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any PersonRights. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither Neither the Company nor any of its Predecessors Subsidiary has been notified in writing received any written notice, including any offers to license the intellectual property of any possible infringement Person, or other violation by opinion of counsel that, and the Company has no knowledge of any of them facts or circumstances or any of their products or services related other reason to believe that, the Coflex Business use of the Intellectual Property Rights by the Company or any Subsidiary violates or infringes or is alleged to violate or infringe upon the rights of any Person Person. None of the Intellectual Property Rights have been judged invalid or unenforceable in whole or in part by any jurisdiction throughout the world and except as set forth in the Draft Annual Report, to the Knowledge knowledge of the SellerCompany, all of the Intellectual Property Rights are valid and enforceable. All of the registrations and pending applications for Intellectual Property Rights have been timely and duly filed and prosecuted, all maintenance and related fees have been paid, and the Company or its Subsidiaries have taken all other actions required to maintain the validity and effectiveness of such registrations and applications. To the knowledge of the Company, there is has been no valid basis for infringement or misappropriation by another Person of any such claim. (d) To the Knowledge of the SellerIntellectual Property Rights. The Company has taken reasonable measures consistent with industry standards to protect and maintain the confidentiality of its trade secrets and other confidential Intellectual Property Rights. Each present or past employee, no Person officer, consultant or any product other Person who developed, in whole or service of any Person is infringing upon or otherwise violating in part, any Intellectual Property rights of Rights owned or purported to be owned by the Company or any of its PredecessorsSubsidiaries has executed a valid and enforceable assignment to the Company of all right, title and interest in such Intellectual Property Rights.

Intellectual Property Rights. Except (a) Schedule 3.11(a) lists all Intellectual Property owned by the Company or its Subsidiaries consisting of registrations and applications for (i) Patents, (ii) Trademarks, (iii) Copyrights, (iv) Internet domain names and (v) Software, and in each case lists the owner of record for each such item, the relevant jurisdiction and the registration or application date, as applicable. All Intellectual Property required to be disclosed in Schedule 3.11(a) is subsisting and, to the Knowledge of the Company, valid and enforceable. (b) The Company or one of its Subsidiaries (i) solely and exclusively own all right, title and interest in and to all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (“Company Owned Intellectual Property”), and (ii) have a valid and enforceable right to use, under a written license agreement, all other Intellectual Property used in or necessary and sufficient for the operation of the Business (collectively with the Company Owned Intellectual Property, the “Company Intellectual Property”), in each case free and clear of all Liens (other than Permitted Liens), it being understood that this representation and warranty shall not be deemed to be a representation and warranty as to matters non-infringement, which is addressed in Section 3.11(d). (c) Schedule 3.11(c) lists all Contracts to which the Company or its Subsidiaries are bound as of the date hereof relating to the development, ownership, licensing or use of Patents, Trademarks, Copyrights, Software (other than inbound licenses to readily commercially available computer software programs that individually are available under “shrink wrap,” “off the shelf” or other comparable standard form terms for a license fee of less than $25,000 in the aggregate) and Trade Secrets, in each case which are material to the Business (collectively, the “Company Licenses”). Each Company License is the legal, valid and binding obligation of the Company or a Subsidiary of the Company, as applicable, and, to the Knowledge of the Company, the other parties thereto, enforceable by the Company or such Subsidiary, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other Legal Requirements affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). No breach or default by the aggregate Company or any of its Subsidiaries under any Company License has occurred and is continuing, and no event has occurred which with notice or lapse of time would constitute such a breach or default, other than such breaches and defaults as would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the SellerCompany, there no breach or default by any other Person under any Company License has occurred and is no suit, claim, action, investigation or proceeding pending or threatened with respect theretocontinuing, and neither the no event has occurred which with notice or lapse of time would constitute such a breach or default, other than breaches and defaults which would not have a Material Adverse Effect. The Company nor any has made available to Parent true, accurate and complete copies of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimeach written Company License. (d) To Except as would not reasonably be expected to be material to the Knowledge Business: (i) the conduct and operation of the SellerBusiness, no Person and the products and services of the Business, have not, since December 23, 2013, infringed, misappropriated or otherwise violated, and do not infringe, misappropriate, or otherwise violate any product or service Intellectual Property right of any Person is infringing upon third party, and none of the Company or its Subsidiaries has received written notice that the conduct of the Business infringes, misappropriates or otherwise violating any violates the Intellectual Property rights of any third party (other than notices related to products resold by the Company or any of its PredecessorsSubsidiaries that are sent to suppliers for defense and indemnification in the ordinary course of business), (ii) to the Knowledge of the Company, the Intellectual Property owned by the Company and its Subsidiaries is not being infringed, misappropriated or otherwise violated by any third party, nor has been infringed, misappropriated, or otherwise violated since December 23, 2013, and (iii) no Action or other proceeding (including cancellation, opposition, re-examination, or the like) is pending or, to the Knowledge of the Company, threatened in writing, which challenges the legality, validity, enforceability, use or ownership of the Intellectual Property owned by the Company or its Subsidiaries and, to the Knowledge of the Company, there are no facts or circumstances that would form the basis for any such challenge. The Company or its Subsidiaries have the right to bring actions for infringement, misappropriation, unauthorized use, or other violation of the Company Owned Intellectual Property. (e) The Company and its Subsidiaries have taken reasonable measures to protect the confidentiality and value of all the Trade Secrets included in the Company Owned Intellectual Property. The Company and its Subsidiaries have executed valid and enforceable written agreements with each of their past and present employees, consultants and independent contractors pursuant to which each such Person (i) has presently assigned to the Company or its Subsidiaries all of such Person’s rights, title and interest in and to all Intellectual Property created or developed for the Company and its Subsidiaries and (ii) has agreed to hold all material Trade Secrets of the Company and its Subsidiaries in confidence both during and after such Person’s employment or retention, as applicable. To the Knowledge of the Company, no party is in default or breach of any such agreements. (f) The Company or its Subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, Software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the Business (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the Business as currently conducted, without material disruptions, adverse effects on the functionality of the Company IT Systems, or any program, code, algorithm or device that would enable or assist any Person to access the Company IT Systems without appropriate authorization. No source code for any software owned by the Company (“Company Software”) has been delivered, licensed, or made available to any escrow agent or other third party; and neither the Company nor its Subsidiaries have any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any such Company Software to any escrow agent or other third party. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, result in the delivery, license, or disclosure of any source code for any such Company Software to any other third party. The Company or its Subsidiaries has in its possession the source code and related technical and other information required to enable employees or third parties with appropriate skills and knowledge in the industry to maintain and support the Company Software. (g) No government funding and no facilities of a university, college, other educational institution or research center were used in the development of any Company Owned Intellectual Property where, as a result of such funding or the use of such facilities, such entity has any rights in such Company Owned Intellectual Property. (h) The consummation of the transactions contemplated by this Agreement will not impair the Company’s or its Subsidiaries ability to utilize the Intellectual Property in a manner consistent with the past practice of the Company or its Subsidiaries.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (ai) To the Knowledge of the Seller, the The Company ownsand its Subsidiaries own, or is licensed are licensed, or otherwise has the right possess legally enforceable rights, to use use, sell or license, as applicable, all Intellectual Property Rights material to that is reasonably necessary for the conduct operation of the Coflex Business their respective businesses as currently conducted. The Company and its Subsidiaries possess or have access to the original (or, if owned by a third party, copies) of all documentation and all source code, as applicable, for all of the Business Intellectual Property Rights material to the manufacture and sale consisting of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (bsoftware. Schedule 3(x)(i)(a) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents(i) Registered or otherwise material Owned Intellectual Property; and (ii) Intellectual Property Contracts. Except as set forth on Schedule 3(x)(i)(b), registered trademarks, registered trade names, registered service marks, registered copyrights all such rights are free of all Liens and in each case applications therefor, and domain names and applications therefor, if any, owned are fully assignable by or licensed to the Company and its Subsidiaries to any Person, without payment, consent of any Person or other condition or restriction. Except as set forth on Schedule 3(x)(i)(c), there exists no event, condition or occurrence which, with the giving of notice or lapse of time, or both, would constitute a breach or default by the Company, its Subsidiaries or another Person under any Intellectual Property Contract. (ii) Except as set forth on Schedule 3(x)(ii), no Owned Intellectual Property has expired or terminated or has been abandoned, or is expected to expire or terminate or be abandoned, within three years from the date of this Agreement Agreement. All Owned Intellectual Property (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge knowledge of the SellerCompany all Licensed Intellectual Property) is subsisting , has been used by the Company and its Subsidiaries and made available to their distributors and customers with all Scheduled patent, trademark, copyright, confidential, proprietary, and other Intellectual Property notices and legends prescribed by law or otherwise permitted, and, to the knowledge of the Company, is subsisting, valid and enforceable, and all Scheduled . No Owned Intellectual Property that are applications (and to registered are pending the knowledge of the Company, no Licensed Intellectual Property) ,is subject to any outstanding order, judgment or decree restricting its use by the Company or its Subsidiaries or their distributors and in good standingcustomers or adversely affecting the Company's or any Subsidiary's rights thereto. (ciii) To The Company does not have any knowledge of any infringement by the Knowledge Company or its Subsidiaries of Intellectual Property of others. There is no claim, action or proceeding being made or brought, or to the Seller, neither knowledge of the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violatedbeing threatened in writing, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of against the Company or any of its PredecessorsSubsidiaries regarding any Business Intellectual Property, except for claims, actions or proceedings set forth on Schedule 3(x)(iii). The Company is unaware of any facts or circumstances which could reasonably be expected to give rise to any of the foregoing infringements or claims, actions or proceedings. (iv) Each employee who in the regular course of his employment may create programs, modifications, enhancements or other inventions, improvements, discoveries, methods or works of authorship and all consultants have signed an assignment or similar agreement with the Company and/or its Subsidiaries confirming the Company's or a Subsidiary's ownership or, in the alternate, transferring and assigning to the Company or a Subsidiary all right, title and interest in and to such programs, modifications, enhancements or other inventions including copyright and other intellectual property rights therein. No Person (other than the Company and/or its Subsidiaries) has any reasonable basis for claiming any right, title or interest in and to any such Intellectual Property. (v) Except as set forth on Schedule 3(x)(v), (1) no Product contains, and no Product is derived from Public Software, (2) neither the Company nor any Subsidiary has distributed Public Software in conjunction with any Products, or (3) used Public Software in the development of a derivative work of any Intellectual Property. The Company and the Subsidiaries are in compliance with all agreements and other terms and conditions governing the use of Public Software and there exists no event, condition or occurrence which, with the giving of notice or lapse of time, or both, would constitute a breach or default by the Company or a Subsidiary of such agreements, terms and conditions. Neither the Company nor any Subsidiary has received any notice of any alleged breach or other violation of any such agreement, term or condition. No Product or any other Intellectual Property is required to be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge, in each case, as a result of the Company's or a Subsidiary's use, modification or distribution of Public Software. (vi) Each of the Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all material Trade Secrets used in or on behalf of its business. To the Company's knowledge, no unauthorized disclosure of any of the Business Intellectual Property consisting of Trade Secrets has occurred within the last three (3) years. (vii) The use by or on behalf of the Company and its Subsidiaries of the Data in connection with their business does not infringe or violate the rights of any Person or otherwise violate any applicable law. The Company has a published privacy policy (the "Privacy Policy") regarding the collection and use of "nonpublic personal information" (as defined in the Privacy Policy in effect on the date hereof) ("Customer Information"), that discloses the manner by which it collects, uses and transfers Customer Information. The Company and its Subsidiaries are and have been in compliance with the Privacy Policy since its adoption by the Company. (viii) The IT Systems of the Company and its Subsidiaries are adequate in all material respects for their intended use and for the operation of such businesses as are currently operated by the Company and its Subsidiaries, and are in good working condition (normal wear and tear excepted). (ix) For purposes of this Section 3(x), the following definitions shall apply.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, The Company and the Company owns, Subsidiaries own or is licensed possess adequate rights or otherwise has the right licenses to use all trademarks, service marks and all applications and registrations therefor, trade names, internet domain names, patents, patent rights, copyrights, original works of authorship, inventions, trade secrets and other intellectual property rights (“Intellectual Property Rights”) used in or necessary to conduct their respective businesses as conducted and presently proposed to be conducted. No product or service of the Company or the Company Subsidiaries infringes any Intellectual Property Rights material to of others. Except as set forth on Schedule 2.2(w), neither the conduct Company nor any Company Subsidiary has received notice of any claim being made or being threatened against the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller Company or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement Subsidiaries regarding (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled i) their Intellectual Property is subsistingRights, valid and enforceable, and all Scheduled Intellectual Property or (ii) that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to of the Coflex Business has infringed upon Company or otherwise violated, or is infringing upon or otherwise violating, the Company Subsidiaries infringe the Intellectual Property Rights of any Personothers. To Except as set forth on Schedule 2.2(w), the Company has no Knowledge of any facts or circumstances that might give rise to any of the Sellerforegoing claims. All licenses and agreements relating to the Intellectual Property Rights of the Company and the Company Subsidiaries are valid and binding and in full force and effect, there is no suit, claim, action, investigation or proceeding pending or threatened enforceable in accordance with respect theretotheir terms, and neither the Company nor any of its Predecessors has been notified Company Subsidiary is in writing of any possible infringement material breach or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for default under any such claim. (d) To licenses or agreements. The computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment, and all associated documentation used in or necessary for the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights businesses of the Company and the Company Subsidiaries (the “IT Assets”) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required in connection with such businesses. To the Company’s Knowledge, no person has gained unauthorized access to the IT Assets. The Company and the Company Subsidiaries have implemented reasonable backup and disaster recovery technology consistent with industry practices and such technology is in good operating condition, normal wear and tear excepted. The Company and the Company Subsidiaries take reasonable measures, directly or any indirectly, to ensure the confidentiality, privacy and security of its Predecessorscustomer, employee and other confidential information. The Company and the Company Subsidiaries have complied with all internet domain name registration and other requirements of internet domain registrars concerning internet domain names that are used in the business.

Intellectual Property Rights. Except as to matters that individually To the Company's best knowledge , the Company possesses all patents, patent rights, trademarks, trademark rights, service marks, service mark rights, trade names, trade ▇▇me rights and copyrights (collectively, the "Intellectual Property") necessary for its business without any conflict with or in infringement of the aggregate would not valid rights of others and the lack of which could have a Material Adverse Effect: , and the Company has not received any notice of infringement upon or conflict with the asserted rights of others. Schedule 2.15 contains a complete list of patents, patent applications, trade names, trademarks, service marks, brandmarks copyrights, registrations owned or used by the Company and any applications for the foregoing. All Intellectual Property is vested in (aor, if applicable, leased or licensed by) the Company free and clear of any equities, claims, liens, encumbrances or restrictions of any kind whatsoever. All Intellectual Property which is licensed to the Company by others are identified in Schedule 2.15, and all such licenses will continue in full force and effect upon the consummation of the transactions contemplated hereby. The Company has a valuable body of trade secrets, including know-how, concepts, computer programs and other technical data (the "Proprietary Information") for the operation of its business. To the Knowledge of the SellerCompany's best knowledge, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct Proprietary Information free and clear of the Coflex Business as currently conductedany rights, and all Intellectual Property Rights material to the manufacture and sale liens, encumbrances or claims of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or others. The Company is not aware that any of its Affiliates. employees is obligated under any contract (bincluding licenses, covenants or commitments of any nature) Schedule 4.08 or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Disclosure Schedule sets forth a true and complete list Company or that would conflict with the Company's business. The Company does not believe it is or will be necessary to utilize any inventions of all issued patentsany of its employees (or people it currently intends to hire) made prior to their employment by the Company, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by except for inventions that have been assigned or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”)hereof. Except as disclosed in Schedule 4.08 Each employee, officer and consultant of the Disclosure Schedule, Company has executed a Proprietary Information and to Inventions Agreement in the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Personform provided by Category 5. To the Knowledge of the SellerCompany's best knowledge, there no employee, officer or consultant is no suit, claim, action, investigation or proceeding pending or threatened with respect theretoin violation thereof, and neither the Company nor any of will use its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related best efforts to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for prevent any such claimviolation. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as InveniAI and Invea intend for any work product, including designs, business plans, correspondence (printed or electronic), discoveries, inventions, improvements, software, works of authorship, information, know-how, or other materials made, conceived, reduced to matters that individually practice or developed in whole or in part by InveniAI during the aggregate would not have a Material Adverse Effect: Term or within six (a6) To months after the Knowledge expiration of the SellerTerm in connection with the Services or that relate to the Confidential Information or the business of Invea (the “Developments”) to be works made for hire. Invea shall own all right, title and interest in and to the Developments, and shall be deemed to be the author of the Developments for copyright purposes. Any and all forms of intellectual property rights including, without limitation, patents, trademarks, copyrights, mask rights, trade secrets and proprietary know-how related to or covering property therein resulting from the Services shall be owned by Invea and may be registered exclusively in the name of Invea in the U.S. Copyright Office, the Company ownsU.S. Patent and Trademark Office, or is licensed or otherwise has the right and other similar registries in other countries. InveniAI shall promptly and shall cause its employees to use promptly disclose to Invea all Intellectual Property Rights material Developments and Confidential Information relating to the conduct Services and perform all actions reasonably requested by Invea, whether during or after the Term, to establish and confirm Invea’s ownership of Developments, Confidential Information and related intellectual property, including, without limitation, the Coflex Business as currently conductedexecution and delivery of assignments, consents, powers of attorney and other instruments, and all Intellectual Property Rights material provide reasonable assistance to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller Invea or any of its Affiliates. affiliates in connection with (a) the prosecution of any applications for patents, trademarks, trade names, service marks, reissues thereof or other legal protection thereon, (b) Schedule 4.08 the maintenance, enforcement and renewal of the Disclosure Schedule sets forth a true and complete list of all issued patentsany rights that may be obtained, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications thereforgranted or vest therein, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights prosecution and defense of any Personactions, proceedings, oppositions or interferences relating thereto. To For clarity, Developments shall include any new product candidates and any related inventions identified through the Knowledge use of AlphaMeld in performing the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimServices. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Section 3.14(a) of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule Letter sets forth a true true, correct and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement of all Registered IP and Licensed IP, including for each (“Scheduled Intellectual Property”)as applicable) the relevant name or description, registration/certification or application number, and filing, registration or issue date. Except as disclosed would not have a Company Material Adverse Effect, either the Company or its applicable Subsidiary has taken reasonable and appropriate steps to make required filings and registrations (and corresponding payments of fees therefor) to Governmental Authorities in Schedule 4.08 connection with registrations and applications for the Registered IP material to the operation of business of the Disclosure ScheduleCompany and its Subsidiaries. Each item of Registered IP is subsisting, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsistingCompany, valid and enforceable, except as would not have a Company Material Adverse Effect. The Company and its Subsidiaries own or possess all Scheduled Intellectual Property that are applications right, title and interest in and to registered are pending any material Owned IP, including each item of Registered IP, free and clear of any Security Interests other than Permitted Encumbrances. No current or former employee, director, officer, independent contractor or consultant or third-party of the Company or any of its Subsidiaries is entitled to a right or claim of any kind against any of the Group Companies on the basis of the German Law on Employee Inventions (Gesetz über Arbeitnehmererfindungen, ArbnErfG) or on any other basis, such as, but not limited to, a remuneration right or a right to use the invention in good standingthe context of teaching or research activities. (cb) To Except as would not have a Company Material Adverse Effect, and to the Knowledge of the SellerCompany, neither the operation of the business of the Company and its Subsidiaries has not violated, infringed or misappropriated any Intellectual Property or Business Data of any Person since December 31, 2022. Except as disclosed in Section 3.14(b) of the Disclosure Letter or as would not have a Company Material Adverse Effect, none of the Company or any of its Subsidiaries has received since December 31, 2022 any (i) written notice alleging any of the foregoing or (ii) any written notice challenging the ownership, validity or enforceability of any Owned IP or any Licensed IP exclusively licensed to the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect theretoCompany, and except as would not have a Company Material Adverse Effect, (i) no Person has violated, infringed or misappropriated any Owned IP since December 31, 2022 and, (ii) except as disclosed in Section 3.14(b) of the Disclosure Letter, neither the Company nor any of its Predecessors Subsidiaries has been notified in writing of given any possible infringement or written notice to any other violation by Person since December 31, 2022 alleging any of them the foregoing. (c) Except as would not have a Company Material Adverse Effect, the Company has complied with (i) applicable Law, (ii) all requirements of self-regulatory organizations, (iii) its published data privacy and data security policies, and (iv) any contractual obligations and consumer-facing statements made by the Company or any of their products its Subsidiaries (including any such statements on its consumer-facing website and through consumer-facing mobile applications), in each instance above, relating to the use, collection, retention, storage, security, disclosure, transfer, disposal, or services other processing or dealing, in whole or in part, of any Personal Data; and the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is or will be a party and the consummation of the transactions contemplated hereby and thereby will not result in a material breach or violation of any applicable Law related to data privacy as it pertains to the Coflex Business Owned IP. (d) Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have implemented and maintained reasonable and appropriate disaster recovery and security plans, procedures and facilities and have taken other reasonable steps consistent with industry practices of companies offering similar services to safeguard any Trade Secrets, Personal Data, and information technology software and systems utilized by the Company or any of its Subsidiaries in the operation of the Intellectual Property Rights business of any Person the Company and its Subsidiaries (the “IT Systems”), from unauthorized or illegal access and use. Except as would not have a Company Material Adverse Effect, and to the Knowledge of the SellerCompany, there is has been no valid basis for breach of security or unauthorized access by third parties to (i) the IT Systems, (ii) confidential information, or (iii) any such claim. (d) To the Knowledge of the SellerPersonal Data collected, no Person or any product or service of any Person is infringing upon held, or otherwise violating any Intellectual Property rights managed by or on behalf of the Company or any of its PredecessorsSubsidiaries with respect to the business of the Company and its Subsidiaries. (e) Except as would not have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have taken reasonable steps, consistent with industry practices of companies offering similar services, to maintain the Owned IP material to the conduct of the business of the Company and its Subsidiaries and (ii) the Intellectual Property owned or used (or held for use) by the Company and its Subsidiaries is sufficient in all material respects for conduct of the business of the Group Companies as conducted during the twelve months prior to the date of this Agreement. (f) Except as would not have a Company Material Adverse Effect, during the twelve months prior to the date of this Agreement, (i) the IT Systems owned or used (or held for use) by the Company and its Subsidiaries have been and are sufficient in all material respects for conduct of the business of the Group Companies, and (ii) there has been no material failure or other material substandard performance of any IT System, in each case, which has caused a material disruption to the Company and has not been reasonably remedied. (g) Notwithstanding anything to the contrary in this Agreement, the representations and warranties contained in this Section 3.14 are the sole and exclusive representations and warranties made by the Company with respect to the validity, enforcement, ownership, infringement, violation or misappropriation of, and compliance with applicable laws concerning Intellectual Property and Business Data.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) Schedule 2.01 (m) lists all trademarks, trademark applications and registrations, trade names, styles, logos, copyrights, copyright applications and registrations owned by the Vendor and relating to the Business, to the knowledge of the Vendor and SoftQuad. The Vendor neither owns any registered patents or patent applications registered or unregistered industrial designs or design applications, nor has any rights or licences therefor as used in connection with the Purchased Assets other than as set out in Schedule 3.01(6). There has not been any infringement or (to the knowledge of the Vendor or SoftQuad) alleged infringement by others of any of the copyrights, patents, trade secrets, trademarks, industrial designs, trade names, styles, logos, or any of the technical documentation or other intellectual property included among the Purchased Assets (collectively, the "INTELLECTUAL PROPERTY RIGHTS"). Except as set forth on Schedule 3.01(6), the Vendor is not a party to any contract, agreement or licence, whether as licensor, licensee, franchisor, franchisee, dealer, distributor, or otherwise, with respect to any Intellectual Property Rights (other than licences of the Products to customers in the ordinary course of business). (b) To the Knowledge knowledge of the SellerVendor and SoftQuad, the Company owns, or Vendor is licensed or otherwise the owner of and has the right to use all Intellectual Property Rights material as are necessary to enable the conduct Vendor to use, and the Purchaser to continue to use after the Closing Date, the Purchased Assets in the manner presently used by the Vendor and that use has not conflicted with, infringed, or otherwise violated any rights of any entity. To the knowledge of the Coflex Business Vendor and SoftQuad, except as currently conductedset forth on Schedule 3.01(6), no Affiliate or employee of the Vendor or any of the Vendor's affiliates owns or uses any of the Intellectual Property Rights, and all except as set forth on Schedule 3.01(6), the Vendor owns the Intellectual Property Rights material with unencumbered good and marketable title, free and clear of any and all attachments, liens, claims, charges, options, pledges or other encumbrances and the Vendor has the unrestricted right to sell or assign to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of Purchaser all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled such Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingRights. (c) To the Knowledge knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violatingVendor, the Intellectual Property Rights are valid, in good standing and will be in full force and effect as of the Closing Date. Except as set forth in Schedule 3.01(6) and 3.01(l 1), there have been no interference or infringement actions or other judicial, arbitration, or other adversary proceedings commenced or (to the knowledge of the Vendor or SoftQuad) threatened naming the Vendor and concerning the Intellectual Property Rights and the Vendor and SoftQuad have no knowledge of any Person. To reasonable grounds upon which any proceeding would be instituted which could challenge or affect the Knowledge rights of the SellerVendor or Purchaser (after the Closing Time) of any of the Intellectual Property Rights. Each application for a trademark listed on Schedule 2.01(m) hereto is awaiting action by its respective appropriate recording office. Except as set forth on Schedule 3.01(6), there is no suitthe manufacture, claimuse, actionperformance or sale of the Products do not violate or infringe on any intellectual property right or other similar proprietary right of any person or entity. Except as set forth on Schedule 3.01(6), investigation or proceeding pending or threatened the Vendor has the exclusive right to use and the unrestricted right to transfer to the Vendor all of the Vendor's trade secrets used in connection with respect theretothe Purchased Assets, and neither none of such trade secrets have been used, divulged, or appropriated for the Company nor any of its Predecessors has been notified in writing benefit of any possible infringement past or other violation by any present employees of them the Vendor, or any of their products or services related to the Coflex detriment of the Vendor. (d) The conduct of the Business and the use of the Intellectual Property Rights does not infringe, and the Vendor has not received any notice, complaint, threat or claim alleging infringement of, any patent, trade ▇▇▇▇, trade name, copyright, industrial design, trade secret or other Intellectual Property Rights or propriety night of any Person other person, and to the Knowledge conduct of the Seller, there is no valid basis for Business does not include any such claimactivity which may constitute passing off. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Section 3.7(a) of the SellerCompany Disclosure Schedule contains an accurate and complete list of all (i) issued Patents and applications for Patents that are owned by any Acquired Company (the “Owned Patents”), (ii) registered Copyrights that are owned by any Acquired Company (the Company owns“Owned Copyrights”), or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted(iii) registrations for Trademarks, and all Intellectual Property Rights material applications to register any unregistered Trademarks, that are owned by any Acquired Company (the manufacture “Owned Trademarks”) and sale of (iv) registrations for Domain Names, and applications to register any Domain Names, that are owned by any Acquired Company (the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates“Owned Domain Names”). (b) Schedule 4.08 Each item of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Owned Intellectual Property that are applications to registered are pending has been registered, filed, certified or otherwise recorded with any Governmental Body is in all material respects in force and in good standing. (c) To the Knowledge Section 3.7(c) of the SellerCompany Disclosure Schedule contains a list of all material licenses, neither sublicenses, settlements, and non-assertion covenants which relate to: (i) any Owned Intellectual Property; (ii) any other Intellectual Property, excluding Software, that is licensed to or used by an Acquired Company in any business of any Acquired Company in any material respect; or (iii) any Software that is licensed to or used by any Acquired Company (other than contracts for Software licensed to an Acquired Company that is generally commercially available or is subject to so-called “shrink-wrap” or “click-through” license agreements), (collectively, the “License Contracts”). (d) The Acquired Companies have taken reasonable steps to protect the confidentiality of the material Trade Secrets owned by any of the Acquired Companies (the “Owned Trade Secrets”). (e) An Acquired Company owns and possesses all right, title and interest in and to, or has a valid and enforceable license or other right to use, all Intellectual Property Rights used in the operation of the business of any of the Acquired Companies that is necessary for the operation of the business of any Acquired Company as currently conducted (collectively, the “Company Intellectual Property Rights”). Section 3.7(e) of the Company Disclosure Schedule contains a list of all licenses to Intellectual Property Rights which are material to the operations of the businesses of any of the Acquired Companies. The Company Intellectual Property Rights owned by the Acquired Companies are solely and exclusively owned by the Acquired Companies and are free and clear of all Encumbrances (other than Permitted Encumbrances and, for the avoidance of doubt, obligations to pay royalties or other amounts due under any licenses of Intellectual Property Rights), except where the failure to so own or be free and clear of all Encumbrances (other than Permitted and, for the avoidance of doubt, obligations to pay royalties or other amounts due under any licenses of Intellectual Property Rights) has not resulted, individually or in the aggregate, in, and as would not reasonably be expected to result in, a Company Material Adverse Effect, (f) Except as would not reasonably be expected to result in a Company Material Adverse Effect: (i) no claims are pending or, to the Company’s Knowledge, nor its Predecessors nor any of their products or services relating to the Coflex Business threatened that an Acquired Company has infringed upon or otherwise violated, or is infringing upon or otherwise violating, misappropriated in any material respect the Intellectual Property Rights of any Person. To , (ii) to the Knowledge Company’s Knowledge, the conduct of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing business of any possible infringement Acquired Company, as currently conducted, has not infringed or other violation by misappropriated in any of them or any of their products or services related to the Coflex Business of material respect the Intellectual Property Rights of any Person, (iii) no Person and or entity has made any claim that is currently pending, or, to the Knowledge Company’s Knowledge, threatened to make any claim, contesting the validity, enforceability, use or ownership of any Company Intellectual Property Rights owned by any Acquired Company, and, to the SellerCompany’s Knowledge, there is no valid reasonable basis for any such claimclaim exists, and (iv) to the Company’s Knowledge, as of the date hereof, no Person is infringing or misappropriating any Company Intellectual Property Rights. (dg) To Neither this Agreement nor the Knowledge transactions contemplated by this Agreement will result in: (i) any Acquired Company being required as a result of the Seller, no Person or transactions contemplated hereby to grant any product or service of Third Party any Person is infringing upon or otherwise violating right to any Intellectual Property rights Rights owned by, or licensed to, any Acquired Company, (ii) any Acquired Company, being bound by, or subject to, any non-compete or other material restriction on the operation or scope of the Company or businesses of any of its Predecessorsthe Acquired Companies, or (iii) any Acquired Company being obligated to pay any material royalties or other amounts to any Person in excess of those payable by any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby. (h) None of the Acquired Companies has any Owned Software.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Section 3.14(a) of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth includes a true and complete list of all issued patentsmaterial Software, registered trademarksexcept for Standard Software, registered trade namesused by or in connection with the business of the Company and its Subsidiary, registered service marks, registered copyrights identifying which is owned and in each case applications therefor, which is licensed by the Company or its Subsidiary. (b) Section 3.14(b) of the Company Disclosure Schedule includes a true and domain names complete list of: (i) all United States and foreign registrations and applications thereforfor Copyrights, if any, Patents and Trademarks owned by or licensed to filed on behalf of the Company as or its Subsidiary and (ii) all material unregistered Copyrights and Trademarks owned by the Company or its Subsidiary and used in connection with the business of the date of this Agreement Company and its Subsidiary. (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 c) None of the Intellectual Property Rights identified on Section 3.14(b) of the Company Disclosure ScheduleSchedule has been opposed or held unenforceable and, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor there is no pending interference, cancellation or opposition proceeding or any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the written claim that such Intellectual Property Rights of any Personare unenforceable. To the Knowledge of the SellerCompany, there each of the aforesaid Intellectual Property Rights is no suitvalid, claim, action, investigation or proceeding pending or threatened with respect thereto, subsisting and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business enforceable. Each of the Intellectual Property Rights of any Person and to registered by the Knowledge Company or its Subsidiary is duly registered in the name of the SellerCompany or its Subsidiary, there is no valid basis for any such claimas the case may be. (d) To The Company or its Subsidiary owns or has a valid right to use all material Intellectual Property Rights used in the Knowledge business of the SellerCompany and its Subsidiary as presently conducted, no Person free and clear of all Liens (other than Permitted Liens). Except as set forth on Section 3.14(d) of the Company Disclosure Schedule, the Company or its Subsidiary is the owner of and has the right to use the Intellectual Property Rights listed on Section 3.14(b) of the Company Disclosure Schedule without making any product payment to others or service granting rights to others in exchange therefor. (c) Section 3.14(c) of any Person is infringing upon or otherwise violating the Company Disclosure Schedule lists all material agreements relating to any Intellectual Property rights Rights to which the Company or its Subsidiary is a party (whether as a licensee or licensor thereunder or otherwise), except for agreements relating to Standard Software and confidentiality and nondisclosure agreements entered into in the ordinary course of business. Other than under such agreements or otherwise as set forth on Section 3.l4(e) of the Company Disclosure Schedule, the Company or its Subsidiary has not entered into any material consent, forbearance to ▇▇▇, or settlement agreement relating to any Intellectual Property Rights and no Person (other than the Company or its Subsidiary) has any right to use any Intellectual Property Rights owned by the Company or its Subsidiary. No shareholder, director, officer or employee of, or Consultant to, the Company has any right to use, other than in connection with the business activities of the Company and its Subsidiary as presently conducted, any of the Intellectual Property Rights owned by the Company or its PredecessorsSubsidiary.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To Schedule 2.13 contains a complete and accurate list of all Patents (as defined below) owned by the Knowledge Companies or otherwise used in the Business (the “Company Patents”); all registered Marks (as defined below), material unregistered Marks and any applications for registration of a trademark or service ▇▇▇▇, that are owned by the Companies or otherwise used or held for use in the Business (the “Company Marks”); and all registered Copyrights (as defined below), material unregistered Copyrights and any applications for registration of a copyright, that are owned by the Companies or otherwise used in the Business (“Company Copyrights”). None of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights Patents are material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its AffiliatesBusiness. (b) Except as set forth on Schedule 4.08 2.13: (i) each Company exclusively owns or, to Seller’s Knowledge, possesses adequate and enforceable rights to use, without payment to a third Person, all of the Disclosure Schedule sets forth a true Intellectual Property Assets (as defined below) necessary for the operation of the Business, free and complete list clear of all Liens, except the Permitted Liens; (ii) all Company Patents, Company Marks and Company Copyrights which are issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed registered with and pending applications for issuance or registration with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or in any similar office or agency anywhere in the world are currently in compliance with all formal legal requirements (including without limitation, as applicable, payment of filing, examination and maintenance fees, proofs of working or use, timely post-registration filing of affidavits of use and incontestability and renewal applications) and, to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure ScheduleSeller’s Knowledge, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, are valid and enforceable; (iii) there are no pending, and all Scheduled or, to Seller’s Knowledge, threatened actions, suits, proceedings, hearings, investigations, charges, complaints, demands or claims against any Company or any of their respective employees alleging that the use of any of the Company Intellectual Property Assets (as defined below) or the conduct of the Business, infringes, misappropriates, violates or conflicts with the rights of any third-party under any Intellectual Property Assets (“Third Party Rights”); (iv) to Seller’s Knowledge, neither the conduct of the Business nor the use of any Company Intellectual Property Asset infringes, misappropriates, violates or conflicts with any Third Party Rights; (v) none of the Companies has received any written communications alleging that are applications any Company has infringed, misappropriated or violated or, by conducting the Business, would infringe, misappropriate or violate any Third Party Rights (including any claim that any Company must license or refrain from using any Third Party Rights), or that any of the Company Intellectual Property Assets is invalid or unenforceable and no action, suit, proceeding, hearing, investigation, charge, complaint, demand or claiming is pending or threatened against any Company or any of its respective licensees that challenges the legality, validity, enforceability, or ownership of any Company Intellectual Property Assets; (vi) no current or to registered are pending Seller’s Knowledge, former employee or consultant of any Company owns any rights in or to any of the Company Intellectual Property Assets; (vii) Seller is not aware of any violation or infringement by a third Person of any of the Company Intellectual Property Assets; and (viii) each Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Trade Secrets (as defined below) used or held for use in good standingthe Business (the “Company Trade Secrets”). (c) To For purposes of this Agreement, (i) “Company Intellectual Property Assets” means all Intellectual Property Assets owned by the Knowledge Companies or used in the Business, including, without limitation, the Company Patents, Company Marks, Company Copyrights and Company Trade Secrets, and (ii) “Intellectual Property Assets” means: (A) utility and design patents, utility and design patent applications, patent rights, inventions and discoveries, invention disclosures (whether or not patented), designs (whether or not patented), and industrial designs and registrations and applications for registration therefor (collectively, “Patents”); (B) trade names, trade dress, logos, packaging design, slogans, Internet domain names, registered and unregistered trademarks and service marks, and related registrations and applications for registration, together with all goodwill associated therewith (collectively, “Marks”); (C) copyrights in both published and unpublished works, including, without limitation, all compilations, databases and computer programs and software, manuals and other documentation and all copyright registrations and applications, and all derivatives, translations, adaptations and combinations of the Sellerabove (collectively, neither the Company“Copyrights”); (D) know-how, nor its Predecessors nor any of their products trade secrets, confidential or services relating to the Coflex Business has infringed upon or otherwise violatedproprietary information, or is infringing upon or otherwise violatingresearch in progress, the Intellectual Property Rights of any Person. To the Knowledge of the Selleralgorithms, there is no suitdata, claimdesigns, actionprocesses, investigation or proceeding pending or threatened with respect theretoformulae, drawings, schematics, blueprints, flow charts, models, strategies, prototypes, techniques, beta testing procedures and beta testing results (collectively, “Trade Secrets”); and (E) goodwill, franchises, licenses, settlements, permits, consents, approvals, and neither the Company nor any claims of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimagainst third Persons. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Section 3.14 of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Sellers Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, Registered Intellectual Property owned by the Company or licensed its Subsidiaries, or which, to the Knowledge of the Sellers, the Company or its Subsidiaries has an ownership interest (whether exclusively, jointly with another entity, or otherwise), as of the date of this Agreement Agreement. Section 3.14 of the Sellers Disclosure Schedule accurately identifies (“Scheduled a) each item of Registered Intellectual Property”). Except as disclosed in Schedule 4.08 ; (b) the owner of the item of Registered Intellectual Property; (c) the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number; (d) any other entity that has an ownership interest in such item of Registered Intellectual Property and the nature of such ownership interest. The Sellers have provided to Buyer copies available from the U.S. Patent and Trademark Office of the files relating to each registered patent material to the Company's business. (b) The Company or its Subsidiaries owns the entire right, title and interest in and to the Registered Intellectual Property described and identified in Section 3.14 of the Sellers Disclosure Schedule free and clear of any Liens or other proprietary interests, except for Permitted Liens or as provided in Section 3.14 of the Sellers Disclosure Schedule. (c) The Intellectual Property that is (i) currently used by such Company or Subsidiary and (ii) is material to the conduct of such Company's or Subsidiaries' respective business or operations as currently conducted is referred to herein as "Company IP". That portion of Company IP wholly owned by the Company or its Subsidiaries is referred to herein as the "Owned Company IP" and the Company IP used pursuant to a license is referred to herein as the "Licensed IP". Subject to Section 3.14(d), to the Knowledge of the Sellers, the Company or its Subsidiaries, as applicable, owns and has the right to use all Owned Company IP. The Licensed IP is used subject to a license agreement or other grant of rights that is a valid and binding agreement of the Company. To the Knowledge of the Sellers, each such license agreement has been validly entered into and is binding upon the other party thereto. Neither the Company nor a Subsidiary is in material breach of any license agreement, and to the Knowledge of the SellerSellers, all Scheduled there is no material breach or default by the counterparty to any license agreement. The Closing will not result in the loss or impairment of the Company and its Subsidiaries right to use any material Company IP. Without limiting the generality of the foregoing but only with respect to Owned Company IP: (i) Other than as set forth in Section 3.14 of the Sellers Disclosure Letter, each person who is or was an employee or contractor of the Company or any of its Subsidiaries and who is or was involved in the creation or development of any Company IP has signed a valid, enforceable agreement containing confidentiality provisions protecting the Company IP. Except as set forth in Section 3.14 of the Sellers Disclosure Schedule, no current or former stockholder, officer, director, employee or any other person or entity has any claim, right (whether or not currently exercisable), or interest to or in any Company IP. To the Knowledge of the Sellers, no employee or contractor is (a) bound by or otherwise subject to any obligations to a third-party restricting such party from performing his or her duties for the Company and its Subsidiaries or (b) in breach of any contract with any former employer or other entity concerning Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingor confidentiality. (cii) To the Knowledge of the SellerSellers, neither the Companyno funding, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violatedfacilities, or is infringing upon or otherwise violating, the Intellectual Property Rights personnel of any Person. university or government agency were used, directly or indirectly, to develop or create, in whole or in part, any Company IP. (iii) To the Knowledge of the SellerSellers, there the Company and each of its Subsidiaries have taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all material proprietary information that the Company or any of its Subsidiaries holds, or purports to hold, as a trade secret. (iv) None of the Company or any of its Subsidiaries has assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any material Company IP currently used in the business of the Company or its Subsidiaries to any other Person. (v) To the Knowledge of the Sellers, none of the Company or any of its Subsidiaries is no suitor was a member or promoter of, claimor a contributor to, actionany industry standards body or similar organization that could require or obligate the Company or any of its Subsidiaries to grant or offer to any other Person any license or right to any material Company IP. (vi) To the Knowledge of the Sellers, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors Subsidiaries has been notified in writing misappropriated any confidential information of any possible infringement or other violation by any of them or any of their products or services related to third party in the Coflex Business development of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimCompany's products. (d) To the Knowledge of the SellerSellers, no Person neither (i) the products manufactured or any product produced and services distributed, published, provided, licensed or service of any Person is infringing upon sold by or otherwise violating any Intellectual Property rights on behalf of the Company or any of its PredecessorsSubsidiaries nor (ii) the operations of the Company or any of the Subsidiaries has infringed upon, misappropriated, or otherwise violated the proprietary rights of any third party or the Intellectual Property of any third party. No infringement, misappropriation, or similar claim or legal proceeding is pending and has been served on the Company or its Subsidiaries or, to the Knowledge of the Sellers, threatened against the Company or any of its Subsidiaries or, to the Knowledge of the Sellers, pending or threatened against any other entity who may be entitled to be indemnified, defended, held harmless, or reimbursed by the Company or any of its Subsidiaries with respect to such claim or legal proceeding. None of the Company or any of its Subsidiaries has received any written notice or other communication in the past twelve months relating to any actual, alleged, or suspected infringement, misappropriation, or violation of any Owned Company IP or Intellectual Property Rights of another person. Except as set forth on Section 3.14 of the Sellers Disclosure Schedule, the Company has not received written notice that there is any outstanding Order affecting the right of the Company or the Subsidiaries to develop, license, use, sell, distribute or modify the Intellectual Property which is material to the Company's or any of the Subsidiaries respective business or operations. (e) Section 3.14 of the Sellers Disclosure Schedule includes a true and complete list of all material agreements (other than, among other agreements, shrink wrap, "browse wrap" licenses, "click wrap" licenses and any licenses for generally available third party commercial software, but including "Open Source" licenses as defined in Section 3.14(j) hereof) to which the Company is a party and pursuant to which the Company or any Subsidiary has licensed or otherwise received from a third party any rights in Company IP, including the title and date of the agreement. The Company and its Subsidiaries have complied in all material respects with all of their respective obligations under all such listed agreements. (f) Section 3.14 of the Seller Disclosure Schedule includes a true and complete list of all agreements pursuant to which any Person has been granted by the Company or any Subsidiary any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Company IP (other than non-exclusive, object code software licenses granted to end user customers, resellers, distributors, integrators and others in the chain of distribution under an end-user or distribution license agreement in the ordinary course of the licensing or distribution of the Company's or any Subsidiary's products or any agreements not material to the Company and its Subsidiaries). Except as set forth in such agreements, none of the Company or any of its Subsidiaries is bound by, and no Owned Company IP is subject to, any agreement containing any covenant or other provision that in any way limits or restricts in any material respect the ability of the Company to use, exploit, assert, or enforce any Owned Company IP anywhere in the world. (g) To the Knowledge of the Sellers, except as would not be material no Person has infringed, misappropriated, or otherwise violated any Owned Company IP. To the Knowledge of the Sellers, no Intellectual Property owned by the Company, which is material to the Company's business or operations is being infringed by any Person in any material respect. Section 3.14 of the Sellers Disclosure Schedule identifies (and the Company has provided to Buyer a complete and accurate copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered in the last two years by or to the Company or any of its Subsidiaries or any Representative of the Company or any of its Subsidiaries regarding any actual, alleged, or suspected infringement or misappropriation of any Owned Company IP. (h) The Company (i) has taken commercially reasonable actions to maintain and protect the Company's and the Subsidiaries' material Registered Intellectual Property, including payment of all fees, annuities and all other payments which have heretofore become due to any government authority with respect to the Company's or the Subsidiaries' material U.S. Registered Intellectual Property, and (ii) has taken all reasonable steps necessary to prosecute and maintain the same. Without limiting the generality of the foregoing, except as has not had a Material Adverse Effect: (i) Each U.S. patent application and U.S. patent in which the Company or any of its Subsidiaries wholly owns 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, if any. Each foreign patent application and foreign patent in which the Company or any of its Subsidiaries wholly owns 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. (ii) Except as set forth on Schedule 3.14(h)(ii) of the Sellers Disclosure Letter and other than office actions in the ordinary course within the last two years, no application for a patent or a copyright, mask work, or trademark registration or any other type of material Registered Intellectual Property filed by or on behalf of the Company or any of its Subsidiaries has been abandoned, allowed to lapse, or rejected, or become subject to interference, opposition, reissue, reexamination or other legal proceeding. (i) All of the Company's products perform in accordance with the documentation and specifications provided to the Company's customers in connection with the purchase thereof except where the failure to so perform has not had and is not reasonably likely to result in a Material Adverse Effect. (j) Except as would not be material, no software owned, used or distributed by the Company, other than Open Source Software (as defined below) ("Company Software") is subject to any obligation or condition (including any obligation or condition under any open source, freeware or shareware ("Open Source") license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that (a) would require, or would condition the use or distribution of such Company Software on the disclosure, licensing, or distribution of any source code for any portion of such Company Software, or (b) would otherwise impose any limitation, restriction, or condition on the right or ability of the Company or any of its Subsidiaries to use or distribute, or control or restrict distribution of any Company Software. Except as would not be material, each of the Company's products contains all notices, disclaimers and attributions necessary to demonstrate and preserve the Company's (or its Subsidiaries') rights in the Company IP, and to comply with the obligations set forth in all agreements, including without limitation Open Source license agreements.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge The Intellectual Property Rights (as defined in Appendix A) are all of the Sellerintellectual property rights used by, required in or necessary for the Company ownsoperation of the Business as currently conducted. Seller is the owner or licensee of all right, or is licensed or otherwise title and interest in and to each of the Intellectual Property Rights, free and clear of all Liens, and has the right to use without payment to a third party all of the Intellectual Property Rights material to the conduct of the Coflex Business Rights, except as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliatesindicated in Schedule 3.22(c). (b) Schedule 4.08 3.22(b) contains (i) a complete and accurate list and summary description of the Disclosure Schedule all Patents, Marks, Copyrights and Net Names, and (ii) sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names registrations and applications therefor(and the status thereof) that have been submitted to any Governmental Authority with respect to such Patents, if anyMarks, owned by or licensed to the Company as of the date of this Agreement Copyrights and Net Names (“Scheduled Registered Intellectual Property”). Except as disclosed All necessary registration, maintenance and renewal fees currently due in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled connection with any Registered Intellectual Property is subsisting, valid and enforceable, have been made and all Scheduled necessary documents, recordations and certifications in connection with such Registered Intellectual Property that are applications to registered are pending and have been filed with the relevant patent, copyright, trademark or other authorities in good standingCanada or foreign jurisdictions, as the case may be, for the purpose of maintaining such Registered Intellectual Property. (c) To the Knowledge of the SellerExcept as indicated in Schedule 3.22(c), neither the CompanySeller does not have, nor its Predecessors nor and does not pay or receive any of their products or services royalties on, any licenses and other agreements relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business Rights. (d) None of the Intellectual Property Rights has been or is the subject of any Person and pending (or, to the Knowledge knowledge of Seller, the Shareholder and each of the Principals, threatened) litigation or claim of infringement, or outstanding Judgment, arbitration award, agreement or stipulation restricting in any manner the use, transfer or licensing thereof by Seller, there is no valid basis for any such claimor which may affect the validity, use or enforceability of the Intellectual Property Rights. (de) To the Knowledge knowledge of Seller, the Shareholder and each of the Principals, the operation of the Business as it has been and currently is conducted has not and does not infringe or misappropriate in any manner the intellectual property of any third party. Seller has not received any written notice contesting its right to use any of the Intellectual Property Rights. To the knowledge of Seller, the Shareholder and each of the Principals, no Person has or any product or service of any Person is infringing upon or otherwise violating misappropriating any Intellectual Property rights Rights. (f) All Net Names have been registered in the name of the Company or any of its PredecessorsSeller and are in compliance with all applicable law.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have (i) The Intellectual Property Schedule attached hereto contains a Material Adverse Effect: complete and accurate list of all (a) To patented or registered Intellectual Property Rights owned or used by the Knowledge Company or any Subsidiary, (b) pending applications for registrations of other Intellectual Property Rights filed by the Company or any Subsidiary, and (c) unregistered trade names, corporate names, trademarks, service marks, copyrights, mask works and computer software owned or used by the Company or any Subsidiary which are material to the financial condition, operating results, assets or operations of the Seller, Company and its Subsidiaries taken as a whole. The Intellectual Property Schedule also contains a complete and accurate list of all material licenses and other rights granted by the Company or any Subsidiary to any third party with respect to any material Intellectual Property Rights and all material licenses and other rights granted by any third party to the Company or any Subsidiary with respect to any material Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. The Company or a Subsidiary owns, or is licensed or otherwise has the right to use pursuant to a valid license, all Intellectual Property Rights material necessary for the operation of the businesses of the Company and its Subsidiaries as presently conducted, free and clear of all Liens. (ii) Except as set forth on the Intellectual Property Schedule, (a) there have been no claims made against the Company or any Subsidiary asserting the invalidity, misuse or unenforceability of any of such Intellectual Property Rights, and, to the conduct best of the Coflex Business as currently conductedCompany's knowledge, there are no valid grounds for the same, (b) neither the Company nor any Subsidiary has received any notices of, and all is not aware of any facts which indicate a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to such Intellectual Property Rights material (including, without limitation, any demand or request that the Company or any Subsidiary license any rights from a third party), and (c) to the manufacture and sale best of the Coflex and Cofix products outside of Company's knowledge, the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, Intellectual Property Rights owned by or licensed to the Company as or any Subsidiary have not been infringed, misappropriated or conflicted by other Persons. The transactions contemplated by this Agreement have no material adverse effect on the Company's or any Subsidiary's right, title and interest in and to the Intellectual Property Rights listed on the Intellectual Property Schedule. (iii) The Company and its Subsidiaries have taken all necessary actions to maintain and protect the Intellectual Property Rights which they own and use. To the best of the date Company's knowledge, the owners of this Agreement (“Scheduled any Intellectual Property”)Property Rights licensed to the Company or any Subsidiary have taken all necessary actions to maintain and protect the Intellectual Property Rights which are subject to such licenses. Except as disclosed indicated on the Intellectual Property Rights Schedule, (i) the Company and its Subsidiaries own all right, title, and interest in Schedule 4.08 and to all of the Disclosure ScheduleIntellectual Property Rights listed on such schedule and all other Intellectual Property Rights material to the operation of the businesses of the Company and its Subsidiaries as presently conducted, (ii) there have been no claims made against the Company or any Subsidiary asserting the invalidity, misuse or unenforceability of any of such rights, and to the Knowledge best of the SellerCompany's knowledge, all Scheduled there are no grounds for the same, (iii) neither the Company nor any Subsidiary has received a notice of conflict with the asserted rights of others within the last five years, and (iv) the conduct of the Company's and each Subsidiary's business as presently conducted has not infringed or misappropriated and does not infringe or misappropriate any Intellectual Property is subsistingRights of other Persons, valid and enforceable, and all Scheduled nor would any future conduct as presently contemplated infringe upon any Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge Rights of the Sellerother Persons and, neither to the best of the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating's knowledge, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation owned by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its PredecessorsSubsidiary have not been infringed or misappropriated by other Persons.

Intellectual Property Rights. Except as to matters that individually The Company and its subsidiary own or in the aggregate would not possess, license or have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all trademarks, servicemarks, trade names, patents, copyrights, and any registrations and applications for any of the foregoing, domain names, licenses, approvals, trade secrets, know—how, inventions, technology and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted and as proposed to be conducted in each of the Disclosure Package and the Prospectus. Except as has been disclosed in each of the Disclosure Package and the Prospectus, neither the Company nor its subsidiary has received any written notice from third-parties of infringement, misappropriation or conflict with asserted Intellectual Property Rights material to the conduct of the Coflex Business as currently conductedothers, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as is unaware of the date of this Agreement (“Scheduled Intellectual Property”)any other facts which would form a reasonable basis for any such claim. Except as disclosed in Schedule 4.08 of the Disclosure ScheduleThe Company is not a party to or bound by any options, and licenses or agreements with respect to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Personother person or entity that are required to be set forth in the Prospectus and are not described therein accurately in all material respects. To The Company has not received any written notice of and is not in material breach of any of its obligations under any material options, licenses, or agreements with respect to the Knowledge Intellectual Property Rights and to the Company’s knowledge, no other party to such options, licenses or agreements is in material breach thereof. None of the Sellertechnology employed by the Company in any material respect has been obtained or is being used by the Company in violation of any material contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any persons. Except as set forth in the Disclosure Package and the Prospectus, (a) no party has been granted an exclusive license to use any material portion of any Intellectual Property Rights owned by the Company; (b) to the Company’s knowledge, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing material infringement by third parties of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and owned by or exclusively licensed to the Knowledge of the Seller, Company; (c) there is no valid pending or, to the Company’s knowledge, threatened action, suit, proceeding or written claim by others challenging the Company’s rights in or to any material Intellectual Property Rights owned by or exclusively licensed to the Company, and the Company is unaware of any facts which would Form a reasonable basis for any such claim. ; and (d) To there is no pending or, to the Knowledge Company’s knowledge, threatened action, suit, proceeding or written claim by others challenging the validity or scope of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of Rights owned by or exclusively licensed to the Company, and the Company or is unaware of any of its Predecessorsfacts which would form a reasonable basis for any such claim and to the Company’s knowledge, such Intellectual Property Rights are valid and enforceable.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (ai) To the Knowledge of the Seller, the The Company ownsand its Subsidiaries own, or is licensed are licensed, or otherwise has the right possess legally enforceable rights, to use use, sell or license, as applicable, all Intellectual Property Rights material to that is reasonably necessary for the conduct operation of the Coflex Business their respective businesses as currently conducted. The Company and its Subsidiaries possess or have access to the original (or, if owned by a third party, copies) of all documentation and all source code, as applicable, for all of the Business Intellectual Property Rights material to the manufacture and sale consisting of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (bsoftware. Schedule 3(x)(i)(a) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents(i) Registered or otherwise material Owned Intellectual Property; and (ii) Intellectual Property Contracts. Except as set forth on Schedule 3(x)(i)(b), registered trademarks, registered trade names, registered service marks, registered copyrights all such rights are free of all Liens and in each case applications therefor, and domain names and applications therefor, if any, owned are fully assignable by or licensed to the Company and its Subsidiaries to any Person, without payment, consent of any Person or other condition or restriction. Except as set forth on Schedule 3(x)(i)(c), there exists no event, condition or occurrence which, with the giving of notice or lapse of time, or both, would constitute a breach or default by the Company, its Subsidiaries or another Person under any Intellectual Property Contract. (ii) Except as set forth on Schedule 3(x)(ii), no Owned Intellectual Property has expired or terminated or has been abandoned, or is expected to expire or terminate or be abandoned, within three years from the date of this Agreement Agreement. All Owned Intellectual Property (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge knowledge of the Seller, Company all Scheduled Licensed Intellectual Property Property) is subsisting, has been used by the Company and its Subsidiaries and made available to their distributors and customers with all patent, trademark, copyright, confidential, proprietary, and other Intellectual Property notices and legends prescribed by law or otherwise permitted, and, to the knowledge of the Company, is valid and enforceable, and all Scheduled . No Owned Intellectual Property that are applications (and to registered are pending the knowledge of the Company, no Licensed Intellectual Property), is subject to any outstanding order, judgment or decree restricting its use by the Company or its Subsidiaries or their distributors and in good standingcustomers or adversely affecting the Company's or any Subsidiary's rights thereto. (ciii) To The Company does not have any knowledge of any infringement by the Knowledge Company or its Subsidiaries of Intellectual Property of others. There is no claim, action or proceeding being made or brought, or to the Seller, neither knowledge of the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violatedbeing threatened in writing, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claim. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of against the Company or any of its PredecessorsSubsidiaries regarding any Business Intellectual Property, except for claims, actions or proceedings set forth on Schedule 3(x)(iii). The Company is unaware of any facts or circumstances which could reasonably be expected to give rise to any of the foregoing infringements or claims, actions or proceedings. (iv) Each employee who in the regular course of his employment may create programs, modifications, enhancements or other inventions, improvements, discoveries, methods or works of authorship and all consultants have signed an assignment or similar agreement with the Company and/or its Subsidiaries confirming the Company's or a Subsidiary's ownership or, in the alternate, transferring and assigning to the Company or a Subsidiary all right, title and interest in and to such programs, modifications, enhancements or other inventions including copyright and other intellectual property rights therein. No Person (other than the Company and/or its Subsidiaries) has any reasonable basis for claiming any right, title or interest in and to any such Intellectual Property. (v) Except as set forth on Schedule 3(x)(v), (1) no Product contains, and no Product is derived from Public Software, (2) neither the Company nor any Subsidiary has distributed Public Software in conjunction with any Products, or (3) used Public Software in the development of a derivative work of any Intellectual Property. The Company and the Subsidiaries are in compliance with all agreements and other terms and conditions governing the use of Public Software and there exists no event, condition or occurrence which, with the giving of notice or lapse of time, or both, would constitute a breach or default by the Company or a Subsidiary of such agreements, terms and conditions. Neither the Company nor any Subsidiary has received any notice of any alleged breach or other violation of any such agreement, term or condition. No Product or any other Intellectual Property is required to be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge, in each case, as a result of the Company's or a Subsidiary's use, modification or distribution of Public Software. (vi) Each of the Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all material Trade Secrets used in or on behalf of its business. To the Company's knowledge, no unauthorized disclosure of any of the Business Intellectual Property consisting of Trade Secrets has occurred within the last three (3) years. (vii) The use by or on behalf of the Company and its Subsidiaries of the Data in connection with their business does not infringe or violate the rights of any Person or otherwise violate any applicable law. The Company has a published privacy policy (the "Privacy Policy") regarding the collection and use of "nonpublic personal information" (as defined in the Privacy Policy in effect on the date hereof) ("Customer Information"), that discloses the manner by which it collects, uses and transfers Customer Information. The Company and its Subsidiaries are and have been in compliance with the Privacy Policy since its adoption by the Company. (viii) The IT Systems of the Company and its Subsidiaries are adequate in all material respects for their intended use and for the operation of such businesses as are currently operated by the Company and its Subsidiaries, and are in good working condition (normal wear and tear excepted). (ix) For purposes of this Section 3(x), the following definitions shall apply.

Intellectual Property Rights. (a) The attached INTELLECTUAL PROPERTY SCHEDULE contains a complete and accurate list of all (i) patented or registered Intellectual Property Rights owned or, to the Companies' or any Seller's knowledge, used by the Companies, (ii) pending patent applications and applications for other registrations of Intellectual Property Rights filed by or on behalf of the Companies, and (iii) material unregistered Intellectual Property Rights owned or used by the Companies. The attached INTELLECTUAL PROPERTY SCHEDULE also contains a complete and accurate list of all licenses and other rights granted by the Companies to any third party with respect to any Intellectual Property Rights and all licenses and other rights granted by any third party to the Companies with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. The Companies own and possess all right, title and interest to, or have the right to use pursuant to a valid and enforceable license, all Intellectual Property Rights necessary for the operation of the businesses of the Companies as presently conducted and as presently proposed to be conducted, free and clear of all Liens. Without limiting the generality of the foregoing, the Companies own and possess all right, title and interest in and to all Intellectual Property Rights created or developed by the Companies' employees and independent contractors or under the direction or supervision of the' employees or independent contractors relating to the businesses of the Companies or to the actual or demonstratively anticipated research or development conducted by the Companies. Except as to matters that individually set forth on the attached INTELLECTUAL PROPERTY SCHEDULE, the loss or in expiration of any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the aggregate Companies has not had and would not reasonably be expected to have a Material Adverse Effect: (a) To , and no loss or expiration of any Intellectual Property Right is threatened, pending or, to the Knowledge of Companies' or any Seller's knowledge, reasonably foreseeable. The Companies have taken all necessary steps to maintain and protect the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to which they own and use. To the conduct Companies' and Sellers' knowledge, the owners of the Coflex Business as currently conducted, and all any Intellectual Property Rights material licensed to the manufacture Companies have taken commercially reasonable action to maintain and sale of protect the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its AffiliatesIntellectual Property Rights which are subject to such licenses. (b) Schedule 4.08 Except as set forth on the attached INTELLECTUAL PROPERTY SCHEDULE, (i) there have been no claims made against the Companies asserting the invalidity, misuse or unenforceability of any of the Disclosure Schedule sets forth a true Intellectual Property Rights owned or used by the Companies and, to the Companies' and complete list of all issued patentseach Seller's knowledge, registered trademarksthere is no basis for any such claim, registered trade names, registered service marks, registered copyrights and in each case applications therefor(ii) neither the Companies nor any Seller has received any notices of, and domain names has no knowledge of any facts that indicate a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to any Intellectual Property Rights (including any demand or request that the Companies license any rights from a third party), (iii) the conduct of the Companies' businesses has not infringed, misappropriated or conflicted with and applications therefordoes not infringe, if anymisappropriate or conflict with any Intellectual Property Rights of other Persons, and (iv) to the Companies' and each Seller's knowledge, the Intellectual Property Rights owned by or licensed to the Company as of the date of Companies have not been infringed, misappropriated or conflicted by other Persons. The transactions contemplated by this Agreement (“Scheduled Intellectual Property”). Except as disclosed will not have a Material Adverse Effect on the Companies' right, title or interest in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, Rights listed (or required to be listed) on the INTELLECTUAL PROPERTY SCHEDULE and all Scheduled of such Intellectual Property that are applications to registered are pending Rights shall be owned or available for use by the Companies on identical terms and in good standingconditions immediately after the Closing. (c) To Except as disclosed on the Knowledge INTELLECTUAL PROPERTY SCHEDULE, none of the Sellercomputer software, neither computer firmware, computer hardware (whether general or special purpose) or other similar or related computer systems or software that are used or relied on by Companies in the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any conduct of its Predecessors has been notified business will malfunction, will cease to function, will generate incorrect data or will produce incorrect results when processing, providing or receiving (i) date-related data from, into and between the twentieth and twenty-first centuries or (ii) date-related data in writing of connection with any possible infringement or other violation by any of them or any of their products or services related to valid date in the Coflex Business of the Intellectual Property Rights of any Person twentieth and to the Knowledge of the Seller, there is no valid basis for any such claimtwenty-first centuries. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To Exhibit C sets forth an accurate and complete list of all Licensed Patents. For each Licensed Patent, Seller has indicated (i) the Knowledge countries in which such Licensed Patent is pending, allowed, granted or issued, (ii) the patent number or patent serial number, (iii) the scheduled expiration date of such Licensed Patent, (iv) the scheduled expiration date of the Seller, pending patent applications once issued and (v) the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct owner of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliatessuch Licensed Patent. (b) Schedule 4.08 To the knowledge of Seller, each claim that has been issued or granted by the appropriate Patent Office included in the Licensed Patents that are patents and that covers any of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the Seller, all Scheduled Intellectual Property Licensed Products is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge There are no unpaid maintenance or renewal fees payable by Seller to any third party that currently are overdue for any of the SellerLicensed Patents. No Licensed Patent has lapsed or been abandoned, neither the Company, nor its Predecessors nor any of their products cancelled or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Personexpired. To the Knowledge knowledge of Seller, each individual associated with the filing and prosecution of the Licensed Patents, including the named inventors of the Licensed Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such inventors to be material to the patentability of each of the Licensed Patents (including any relevant prior art), in those jurisdictions where such duties exist. (d) Except as set forth in Seller’s SEC Filings and except as would not be a Material Adverse Change, there is no pending or, to the knowledge of Seller, threatened opposition, interference, reexamination, injunction, claim, suit, action, citation, summon, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding or claim (collectively, “Disputes”) challenging the legality, validity, enforceability or ownership of any of the Licensed Patents or that could give rise to a credit against the payments due to Seller under the Counterparty Agreements for the use of the Licensed Patents. There are no Disputes by any third party against Seller involving any of the Licensed Products. The Licensed Patents are not subject to any outstanding injunction, judgment, order, decree, ruling, change, settlement (other than the Settlement Agreement and Seller’s settlement with Alexion Pharmaceuticals, Inc.) or other disposition of a Dispute. (e) To the knowledge of Seller, except as would not be a Material Adverse Change and except as disclosed in Seller’s SEC Filings, there is no pending or threatened action, suit or proceeding, or any investigation or claim by any Person to which Seller or, to the knowledge of Seller, to which Counterparty or any Sublicensee is or could be a party, and Seller has not received any written notice of the foregoing, that claims that the manufacture, use, marketing, sale, offer for sale, importation or distribution of any of the Licensed Products by Counterparty, any Affiliates of Counterparty or any Sublicensees pursuant to the Counterparty Agreements does or could infringe on any patent or other intellectual property rights of any other Person or constitute misappropriation of any other Person’s trade secrets or other intellectual property rights. To the knowledge of Seller and except as would not be a Material Adverse Change and except as disclosed in Seller’s SEC Filings, there are no pending United States, international or foreign patent applications owned by any third party that, if issued, would limit or prohibit, in any material respect, the manufacture, use or sale of any of the Licensed Products by Counterparty or any Sublicensees. (f) Avastin® (Bevacizumab), Herceptin® (Trastuzumab), Lucentis® (Ranibizumab) and Xolair® (Omalizumab) are approved Licensed Products. (g) Except as set forth in Seller’s SEC Filings, to the knowledge of Seller, there is no suitthird party infringing any Licensed Patents, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor has Seller received any notice under any of its Predecessors has been notified in writing the Counterparty Agreements of infringement of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimLicensed Patents. (dh) To the Knowledge The Licensed Patents constitute all of the Seller, no Person intellectual property owned or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights licensed by Seller necessary for the sale of the Company or any Licensed Products worldwide. (i) The information set forth under “The Licensed Patents and the Licensed Products” in the Offering Memorandum contains a fair and accurate description of its Predecessorsthe Licensed Patents.

Intellectual Property Rights. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, know-how, (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information) and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or, to matters that their knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (with respect to the commercialization of the product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except where the failure to own or license such rights would not, individually or in the aggregate would not aggregate, have a Material Adverse Effect: ) (a) To the Knowledge of the Sellercollectively, the Company owns“Intellectual Property”), or is licensed or otherwise has the right and, to use all Intellectual Property Rights material to their knowledge, the conduct of the Coflex Business as currently conductedtheir respective businesses does not infringe, and all misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property Rights material of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. There are no third parties who have rights to any Intellectual Property, except for: (i) the exclusive license granted to Jazz Pharmaceuticals plc, pursuant to the manufacture Collaboration and sale License Agreement, dated January 2, 2019; (ii) the option to enter into an exclusive license granted to Sarepta Therapeutics, Inc., pursuant to the Research License and Option Agreement, dated June 17, 2020, until December 3, 2021, the effective date of the Coflex termination notice given by Sarepta; (iii) the exclusive license granted to Lonza Rockland, Inc., pursuant to the License and Cofix products outside Collaboration Agreement, dated November 15, 2021 and (iv) any customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the United States Registration Statement, the Time of Sale Prospectus and the Prospectus as currently conducted by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as or one or more of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Scheduleits subsidiaries; and, and to the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller’s knowledge, there is no suitinfringement by third parties of any Intellectual Property. Other than as disclosed in the Time of Sale Prospectus and the Prospectus, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified subsidiary is obligated to pay any material royalty, grant a material license or provide other material consideration to any third party in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of connection with the Intellectual Property Rights or in connection with the manufacture, use or sale of any Person and of the Company’s product candidates. There is no pending or, to the Knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of the Seller, there is no valid any facts which would form a reasonable basis for any such action, suit, proceeding or claim. ; (dB) To challenging the Knowledge of the Sellervalidity, no Person enforceability or any product or service scope of any Person Intellectual Property, and except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is infringing upon unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or otherwise violating any Intellectual Property rights of claim; or (C) asserting that the Company or any of its Predecessorssubsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, to the Company’s knowledge, all such requirements have been complied with. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or pending patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge Section 3.11(a) of the Seller, the Company owns, or is licensed or otherwise has the right to use Disclosure Letter contains a complete and accurate list of all (i) Owned Intellectual Property Rights material to that are the conduct subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any Governmental Entity, quasi-governmental authority or registrar (the “Registered Intellectual Property”), including (i) the jurisdictions in which each such item of Registered Intellectual Property has been issued or registered or in which any such application for issuance or registration has been filed; (ii) the registration or application date, as applicable, for each such item of Registered Intellectual Property; and (iii) the record owner of each such item of Registered Intellectual Property, in each case as of the Coflex Business date hereof. All material Registered Intellectual Property has been maintained effective by the filing of all necessary filings, maintenance and renewals and timely payment of requisite fees. Section 3.11(a) of the Company Disclosure Letter also sets forth all material unregistered Trademarks that are Owned Intellectual Property as currently conducted, and all of the date hereof. No loss or expiration of any Owned Intellectual Property Rights material to is threatened, pending or reasonably foreseeable, except for patents, expiring at the manufacture end of their statutory terms (and sale not as a result of the Coflex and Cofix products outside of the United States as currently conducted any act or omission by the Parent, Seller or Company Entities including failure by the Company Entities to pay any of its Affiliatesrequired maintenance fees). (b) Schedule 4.08 One or more of the Disclosure Schedule sets forth a true Company Entities exclusively owns the Owned Intellectual Property Rights, free and complete list clear of all Liens (except for Permitted Liens). All Registered Intellectual Property that is issued patentsor registered and all material unregistered Owned Intellectual Property Rights are valid and enforceable. One or more of the Company Entities owns (free and clear of all Liens, registered trademarksexcept for Permitted Liens), registered trade namesor the Company Entities have a valid, registered service marksenforceable and sufficient license to, registered copyrights all other material Intellectual Property Rights used in connection with or otherwise necessary for the conduct of the Company Entities’ businesses as presently conducted (together with the Owned Intellectual Property, the “Company Intellectual Property Rights”). (c) The Company Systems are sufficient in all material respects for the needs of the Company Entities’ businesses as currently conducted and have commercially reasonable security, back-ups and disaster recovery arrangements in each case applications thereforplace. The Company Entities maintain commercially reasonable security, disaster recovery and domain names and applications thereforbusiness continuity plans. In the last three (3) years, if any, owned by or licensed there has not been any material failure with respect to any of the Company Systems that resulted in a significant disruption to the Company Entities’ businesses that has not been remedied or replaced in all material respects. (d) Except as set forth on Section 3.11(d) of the date of this Agreement Company Disclosure Letter, (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedulei) there are no material Actions pending or, and to the Knowledge of the SellerCompany, all Scheduled threatened by or against any Company Entity (and, since December 31, 2016, there have not been any material Actions threatened in writing by or against any Company Entity) asserting or relating to (A) any invalidity, misuse, misappropriation or unenforceability of or challenging the registration, issuance, ownership or scope of any of the Owned Intellectual Property is subsisting, valid and enforceable, and all Scheduled Rights (excluding office actions or similar actions of Intellectual Property that are offices in the ordinary course prosecution of applications for intellectual property issuances or registrations) or (B) any infringement, dilution or misappropriation by, or conflict with, any Person with respect to registered are pending and in good standing. any Owned Intellectual Property Rights, (cii) To the Knowledge none of the Seller, neither Company Entities or the Company, nor its Predecessors nor conduct of any of their products or services relating to the Coflex Business has infringed upon respective businesses has, since December 31, 2016, infringed, misappropriated, diluted, conflicted with, or otherwise violated, or is infringing upon does infringe, misappropriate, dilute or conflict with, or otherwise violating, the violate in any material respect any Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and (iii) to the Knowledge of the SellerCompany, there is no valid basis for the Owned Intellectual Property Rights have not been infringed, misappropriated, diluted, conflicted with, or otherwise violated by any such claimother Person in any material respect. (de) To The Company Entities use commercially reasonable efforts, including the implementation of reasonable physical, technical and administrative safeguards consistent with industry standards, to maintain and protect all of the Company Intellectual Property Rights, Protected Data, and the confidentiality, integrity and security of the Company Systems and all information stored or contained therein or transmitted thereby from any unauthorized use, access, interruption or modification by third parties, and impose confidentiality and security obligations on their third-party processors of Personal Data of the Company Entities that are reasonable under the circumstances. The Company Entities have taken commercially reasonable measures to protect the confidentiality of all trade secrets and any other material confidential information of the Company Entities (and any confidential information owned by any Person to whom the Company Entities have a confidentiality obligation). No such trade secrets or confidential information have been disclosed by the Company Entities to any Person other than pursuant to a written agreement restricting the disclosure and use of such trade secrets or any other confidential information by such Person, except in cases in which such Person has a binding and enforceable legal or fiduciary duty to maintain the confidentiality of the same. No current or former employee, contractor or consultant of any of the Company Entities or their predecessors in interest has any right, title or interest in any material Owned Intellectual Property. The Company Entities have obtained from all Persons who have created any material Owned Intellectual Property valid and enforceable written assignments of any such Owned Intellectual Property to the Company Entities or such Owned Intellectual Property has vested in the Company by operation of applicable Law. Since December 31, 2016, to the Knowledge of the SellerCompany, no Person is in violation of any such written confidentiality or assignment agreements. (f) The Company Entities are in compliance in all material respects with, and since December 31, 2016 have been in compliance in all material respects with, all Data Security Requirements. Since December 31, 2016, no Company Entity, and, to the Knowledge of the Company, no third-party processing Protected Data on behalf of a Company Entity, has experienced any Security Breach. Since December 31, 2016, there have not been any written or, to the Knowledge of the Company, oral notices or complaints received by a Company Entity from any third party, including any Governmental Entity, relating to Data Security Requirements, or any product actual or service alleged incidents of Security Breaches, any unauthorized Data Treatment of Protected Data, or any unauthorized access or use of any Person Company Systems. The Company Entities have valid and legal rights relating to all Data Treatment of Protected Data that is infringing upon performed by or otherwise violating on behalf of each Company Entity in connection with the use and/or operation of any Company Entity’s products, services and business, and the execution, delivery, or performance of this Agreement will not affect these rights or violate any applicable Data Security Requirements in any material respect. The Company Entities have entered into Contracts as required by HIPAA with all entities that qualify as “business associates” or “subcontractors” as these terms are defined by HIPAA. (g) No funding, facilities, or personnel of any governmental entity or any university or research organization has been used in connection with the development of any Owned Intellectual Property rights Rights and the Company Entities and their predecessors have not participated in any standards setting organization. No Governmental Entity, university, research organization or standards setting organization has any right, title or interest in or to any Owned Intellectual Property Rights. (h) The consummation of the transactions contemplated hereby will not result in the loss or impairment of the Company Entities’ right to own or use any Company Intellectual Property Rights. Immediately subsequent to the Closing, the Company Intellectual Property Rights will be owned or available for use by the Company Entities on terms and conditions identical in all material respects to those under which the Company Entities own or use the Company Intellectual Property Rights immediately prior to the Closing, without payment of its Predecessorsadditional fees other than fees that would have otherwise been payable by the Company Entities.

Intellectual Property Rights. (i) Schedule 4.1(l)(i) sets forth a true and complete list of all patents, patent applications, trademarks, trade names, service marks and registered copyrights and applications therefor, if any, owned or claimed by or licensed to Atmos. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Sellerset forth on Schedule 4.1(l)(i), the Company owns, Atmos owns or is licensed or otherwise has the right to use use, without future payment to any other Person, all Intellectual Property Rights material to Property, used in or necessary for the conduct of its business as presently conducted and as presently proposed to be conducted by Atmos, free and clear of any Third-Party Right. Schedule 4.1(l)(i) includes a summary of all Atmos obligations to pay royalties or license fees with respect to Third Party Rights. Except as otherwise indicated on Schedule 4.1(l)(i), all patents, patent applications, trademarks, trade names, service marks and copyrights of Atmos have been duly registered and filed with or issued by each appropriate Governmental Agency in the Coflex Business as currently conductedjurisdictions indicated in Schedule 4.1(l)(i), all necessary affidavits of use or continuing use have been filed, and all necessary maintenance fees have been paid to continue all such rights in effect. Except as disclosed in Schedule 4.1(l)(i), the conduct of Atmos’s business, as presently conducted and as presently proposed to be conducted by Atmos, does not violate, conflict with or infringe any Contract between Atmos and any Person or any Contract, license or other Intellectual Property Rights material rights or proprietary, privacy, publicity or similar rights, of any other Person. Except as otherwise indicated on Schedule 4.1(l)(i), Atmos does not have any notice or knowledge of any objection or claim being asserted by any Person with respect to the manufacture and sale ownership, validity, enforceability or use of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller any Intellectual Property or any names or slogans embodying business or product goodwill (or both), or challenging or questioning the validity or effectiveness of any license relating thereto. Except as set forth on Schedule 4.1(l)(i), there are no unresolved conflicts with, or pending claims by or against Atmos, whether in Litigation or otherwise, involving any Intellectual Property or any names or slogans embodying business or product goodwill (or both), and there are no Liens or rights of any other Person with respect to Intellectual Property that would prevent Atmos from fulfilling its Affiliatesobligations under this Agreement. (bii) Schedule 4.08 of the Disclosure Schedule 4.1(l)(ii) sets forth a true and complete list of all issued patentsmaterial options, registered trademarksrights (including marketing rights), registered licenses or interests of any kind relating to Intellectual Property granted to Atmos and all material options, rights (including marketing rights), licenses or interests of any kind relating to Intellectual Property of Atmos or any portions thereof, granted by Atmos to any other Person. To the knowledge of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, no such Person is in breach of or default under its obligations. (iii) All software, other than generally available software (such as Word for Windows, Excel, WordPerfect and the like) and generally available system development tools, that is either marketed to customers of Atmos as a program or as part of a service or is used by Atmos to support its business: (A) is owned by Atmos or Atmos has the right to use, modify, copy, sell, distribute, sublicense and make derivative works free and clear of any limitations or encumbrances except as may be set forth in any license agreement listed in Schedule 4.1(l)(ii); and (B) is free from any interest of any former or present employees of, or contractors or consultants to, Atmos. (iv) Except as disclosed in Schedule 4.1(l)(i), the execution and delivery of this Agreement, compliance with its terms and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) or give rise to any right, license or Lien relating to any material Intellectual Property owned by Atmos or with respect to which Atmos now has or has had any Contract with any Person, or right of termination, cancellation or acceleration of any material Intellectual Property right or obligation set forth in any Contracts to which Atmos is a party, or the loss or encumbrance of any material Intellectual Property or material benefit related thereto, or result in or require the creation, imposition or extension of any Lien upon any material Intellectual Property or right or otherwise impair Atmos’s right to use any material Intellectual Property of Atmos in the same manner as such Intellectual Property is currently being used by Atmos or the customers of Atmos, including without limitation the Technology Development and Licensing Agreement between Mosaid and Atmos made as of July 28, 2000 and consolidated with amendments made as of February 5, 2001. (v) None of the trade namessecrets of Atmos has been published or disclosed by Atmos, registered service marksor to the knowledge of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ by any other Person, registered copyrights to any Person except pursuant to licenses or Contracts requiring such other Persons to keep such trade secrets confidential. As used herein, “trade secrets” means information, including a formula, pattern compilation, program, device, method, technique or process that: (a) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (vi) Except as disclosed in each case applications thereforSchedule 4.1(l)(ii), Atmos is not, and domain names and applications therefor, if any, owned by or licensed to the Company as knowledge of the date ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, no other party to any licensing or other similar arrangements with Atmos relating to any Intellectual Property is, in breach of this Agreement (“Scheduled Intellectual Property”)or default under its material obligations under such arrangements. Except as disclosed in Schedule 4.08 of the Disclosure Schedule4.1(l)(ii), Atmos is not, and to the Knowledge knowledge of the Seller▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, all Scheduled no other party to any distributorship or other similar arrangements with Atmos relating to any material Intellectual Property is subsistingis, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingbreach of or default under its material obligations under such arrangements. (cvii) To Except as set forth in Schedule 4.1(l)(i), there exists no litigation pending or, to the Knowledge knowledge of the Seller▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, neither the Companythreatened against Atmos with regard to any patent, nor its Predecessors nor copyright, trade secret, trademark, trade name, service ▇▇▇▇ or other Intellectual Property. There is no outstanding order, writ, injunction, decree, judgment or stipulation by or with any of their products court, administrative agency or services arbitration panel regarding patent, copyright, trade secret, trademark, trade name or other claims relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property Rights of any Person. To the Knowledge of the Seller, there by which Atmos is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimbound. (dviii) To the Knowledge Except as disclosed in Schedule 4.1(l)(i) or Schedule 4.1(l)(viii), Atmos has not received any communications alleging that Atmos has infringed or violated or, by conducting its businesses as proposed by Atmos, would infringe or violate any of the Sellerpatents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights, processes or other Intellectual Property of any other Person. (ix) Except as disclosed in Schedule 4.1(l)(ix), to the knowledge of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, no Person or any product or service of any Person is infringing upon on or otherwise violating any right of Atmos with respect to any Intellectual Property owned by or licensed to Atmos. (x) Atmos has taken reasonable and necessary steps to protect the Intellectual Property of third parties received by Atmos under obligation of confidentiality and its material Intellectual Property and its rights thereunder, and to the knowledge of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ no such rights have been lost or are in jeopardy of being lost through failure to act by Atmos. Except as disclosed in Schedule 4.1(l)(x), all current and former employees of Atmos, and all current and former independent contractors of Atmos furnishing services related to software and data, have signed confidentiality/proprietary rights agreements substantially in the form attached as Schedule 4.1(l)(x). Schedule 4.1(l)(x) lists all current and former independent contractors of Atmos furnishing services related to software and data. (xi) Except as disclosed in Schedule 4.1(xi), no licenses or rights have been granted to distribute or use the source code of, or to create Derivative Works (as hereinafter defined) of, any product currently marketed by, commercially available from or under development by Atmos for which Atmos possesses the source code. As used herein, “Derivative Work” shall mean a work that is based upon one or more preexisting works, such as a revision, enhancement, modification, abridgment, condensation, expansion or any other form in which such preexisting works may be recast, transformed or adapted, and which, if prepared without authorization of the Company or owner of the copyright in such preexisting work, would constitute a copyright infringement. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a preexisting work as well as translations from one human language to another and from one type of its Predecessorscode to another.

Intellectual Property Rights. Except as 14.1 In this paragraph 14, unless the context otherwise requires Intellectual Property Rights means all right, title and interest in any patents, trademarks (whether registered or unregistered), domain names, registered and unregistered designs, copyright (including any rights in a database or software), database rights, goodwill, knowhow and all other intellectual property rights, in each case whether registered or unregistered, including all applications to matters that individually apply for them, and all rights having the same or equivalent effect to any of the above anywhere in the aggregate would not have a Material Adverse Effect:world. (a) To 14.2 Complete and accurate particulars of all registered Intellectual Property Rights including, without limitation, applications for those rights which are owned by the Knowledge of the SellerCompany, the details of those registrations or applications and all material unregistered Intellectual Property Rights which are owned by the Company owns, or is licensed or otherwise are set out in the Disclosure Letter. 14.3 The Company has the right to use applied for registered protection for all Intellectual Property Rights owned by it that are capable of that protection and for which a reasonably prudent business should seek protection. 14.4 The Disclosure Letter sets out full and accurate details of, or there are contained in the Disclosure Bundle full copies of, all material to licences and agreements (the conduct of IP Licences) under which: 14.4.1 the Coflex Business as currently conducted, and all Company uses or exploits Intellectual Property Rights material owned by any third party; or 14.4.2 the Company has licensed or agreed to license Intellectual Property Rights to, or otherwise permitted the use of any Intellectual Property Rights by, any third party. 14.5 All the IP Licences are in full force and effect, no notice having been given to terminate any of them, and the obligations of all parties in respect of them have been fully complied with and no disputes have arisen in respect of them. 14.6 Except as Disclosed, none of the IP Licences in favour of the Company are liable to be terminated or otherwise materially affected by a change of control of the Company or otherwise as a result of this transaction. 14.7 All the Intellectual Property Rights used by the Company in the course of its business in the period before Completion are either: 14.7.1 owned legally and beneficially and free from any Encumbrance by the Company; or 14.7.2 licensed under a valid and enforceable IP Licence to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted Company. 14.8 The Intellectual Property Rights owned by the Parent, Seller or any of its Affiliates. (b) Schedule 4.08 of the Disclosure Schedule sets forth a true Company and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed Confidential Information which is proprietary to the Company are subsisting and enforceable and so far as the Sellers are aware nothing has been done or not been done as a result of which any of them has ceased or might cease to be subsisting or enforceable. In particular: 14.8.1 all renewal fees in respect of all registered Intellectual Property Rights owned by the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge of the SellerCompany have been duly paid, all Scheduled Intellectual Property steps required for the maintenance or protection of those rights have been taken and there are no grounds on which any person is subsistingor will be able to seek cancellation, valid rectification or any other modification of any registration; 14.8.2 all Confidential Information and enforceabletrade secrets owned or used by the Company has been kept confidential and not disclosed to third parties; 14.8.3 so far as the Sellers are aware no ▇▇▇▇, and all Scheduled Intellectual Property that are applications trade name or domain name identical or similar to registered are pending and in good standing. (c) To the Knowledge of the Seller, neither the Company, nor its Predecessors nor any of their products or services relating to the Coflex Business those rights has infringed upon or otherwise violatedbeen registered, or is infringing upon being used by any person in the same or otherwise violatinga similar business to that of the Company in any country in which the Company has registered or is using that ▇▇▇▇, trade name or domain name; and 14.8.4 there are and have been no claims, actions, disputes or proceedings on-going, pending or so far as the Sellers are aware threatened, so far as the Sellers are aware challenging or so far as the Sellers are aware threatening the title, validity or enforceability of those rights, or claiming any right or interest in those rights. 14.9 So far as the Sellers are aware there is, and has been, no infringement by any third party of any of the Intellectual Property Rights owned by the Company and so far as the Sellers are aware none is pending or threatened. 14.10 So far as the Sellers are aware the activities of the Company do not and the carrying on of its business (as carried on in the previous twelve months) does not infringe, has not infringed and will not result in any claim that they do infringe any Intellectual Property Rights of any third party. 14.11 The Company has had no claim, notice or information that the activities of the Company infringe or are likely to infringe the Intellectual Property Rights of any Person. To third party. 14.12 So far as the Knowledge Sellers are aware there are no circumstances which would render any current application for registration of any of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither registered Intellectual Property Rights owned by the Company nor unacceptable to the relevant registry or other authority or which would prevent that application from proceeding to grant and registration. 14.13 Full details of all domain names, websites and other electronic addresses in connection with the Internet or World Wide Web (including e-mail addresses) which are held by, or registered on behalf of, or have been used in respect of the Company are set out in the Disclosure Letter. 14.14 No claim under sections 39 to 43 of the Patents Act (or similar provision in any of its Predecessors applicable territory across the world) has been notified in writing made and no assertion of any possible infringement moral rights under the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ or other violation otherwise has been made in relation to any Intellectual Property Rights owned by the Company. 14.15 The Company has in its possession all necessary documentation or evidence to establish the ownership of any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and that it claims to the Knowledge of the Seller, there is no valid basis for any such claimown. (d) To the Knowledge of the Seller, no Person or any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of the Company or any of its Predecessors.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To the Knowledge of the Seller, the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliates. (bSection 4.7(a) Schedule 4.08 of the Disclosure Schedule sets forth Letter contains a true and complete list of all issued patents, registered trademarkspatent applications, registered trade namestrademark and service ▇▇▇▇ registrations and applications and copyright registrations and applications owned by Seller or any of its Subsidiaries used exclusively in the Business as currently conducted, registered service marksor as contemplated to be conducted (as evidenced by a written business plan, registered copyrights written development plan, product roadmap or computer software code) by Seller prior to the Closing (“Registered Intellectual Property”). All such Registered Intellectual Property is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use) and are not subject to any unpaid maintenance fees or taxes or actions due within ninety (90) days after the Closing. There are no proceedings or actions known to Seller before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) related to any such Registered Intellectual Property other than those set forth in Schedule 4.7(a). Seller has not claimed any status in the application for or registration of any Registered Intellectual Property that, to the knowledge of Seller, would not be applicable to Purchaser. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect, and except as identified in Section 4.7(b) of the Disclosure Letter: (i) Seller and each of its Subsidiaries owns, or is licensed to use (in each case applications thereforcase, free and clear of any Liens), all Intellectual Property Rights used in or necessary for the conduct of the Business as currently conducted by Seller prior to the Closing (including without limitation all design, development and research activities used exclusively in the Business as in existence as of the Closing). Consummation of the transactions contemplated by this Agreement will assign (A) Intellectual Property Rights used by Seller and its Subsidiaries exclusively in the conduct of the Business (including without limitation all design, development and research activities included in the Business as in existence as of the Closing), and domain names (B) the license rights of Seller and applications thereforits Subsidiaries to other Intellectual Property Rights as provided in the IPMA (such assigned Intellectual Property Rights and such license rights being collectively referred to herein as the “Seller Intellectual Property”). (ii) With respect to all Seller Intellectual Property that is owned by Seller or any of its Subsidiaries: (A) Seller or such Subsidiary, as the case may be, owns such Seller Intellectual Property exclusively and has good title thereto, and, to Seller’s knowledge, no other party has any ownership rights thereto; and (B) all such Seller Intellectual Property is valid and enforceable. (iii) The consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Seller Intellectual Property or impair the right of Purchaser to develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Seller Intellectual Property. (iv) To the extent that any Seller Intellectual Property owned by Seller that was originally owned or created by or for any third party, including any predecessor of Seller or of any of its Subsidiaries: (A) Seller or such Subsidiary has a written Contract with such third party with respect thereto, pursuant to which Seller or such Subsidiary, as the case may be, has obtained complete and unrestricted ownership and is the exclusive owner of, all such Seller Intellectual Property by valid assignment or otherwise; (B) the transfer from Seller or such Subsidiary to Purchaser hereunder does not violate such third party Contracts; (C) such third parties have not retained and do not have any rights or licenses with respect to such Seller Intellectual Property; and (D) to the knowledge of Seller, no basis exists for such third party to challenge or object to this Agreement or the transactions contemplated hereby. (v) The consummation of the transactions contemplated hereby will not, to the knowledge of Seller, cause Purchaser to incur any obligation to any third party with respect to Seller Intellectual Property, including any royalty obligations, other than those obligations expressly set forth in the Transferred IP Licenses that Seller would have had if anysuch transactions had not taken place. (vi) As of the Closing Date, neither Seller nor any of its Subsidiaries has transferred ownership of, or granted any license under or right to use, or authorized the retention of any license or right to use, any Seller Intellectual Property to any other Person other than licenses to past and existing distributors and customers of Seller and as described in the IP Licenses listed in Section 4.7(b)(vi) of the Disclosure Letter. (vii) The Seller Intellectual Property acquired by Purchaser and the Intellectual Property licensed by Seller to Purchaser as a result of the transactions contemplated hereby constitutes all Intellectual Property Rights that are held by Seller and its Subsidiaries and are used in, necessary for or would otherwise be infringed, misappropriated or otherwise violated by, the conduct of the Business immediately following the Closing in substantially the same manner as currently conducted by Seller and its Subsidiaries (including without limitation all design, development and research activities included in the Business as in existence as of the Closing). (viii) No government funding or facilities of a university, college, other educational institution or research center was used in the creation or development of the Seller Intellectual Property owned by Seller and its Subsidiaries. To the knowledge of Seller, no current or former employee, consultant or independent contractor, who was involved in, or who contributed to, the creation or development of any Seller Intellectual Property owned by Seller and its Subsidiaries has performed services for a governmental entity, university, college, or other educational institution, or a research center, during a period of time during which such employee, consultant or independent contractor was also performing services used in the creation or development of the Seller Intellectual Property owned by Seller and its Subsidiaries. (ix) Seller and its Subsidiaries have, and as a result of the transactions contemplated hereby, Purchaser will have, the right to use, pursuant to valid licenses, all software development tools, library functions, compilers and all other third party software that are material to the Business or that are used in the Business to create, modify, compile, operate or support any software that is Seller Intellectual Property in substantially the same manner as such software development tools, library functions, compilers and other third party software is used in the Business as currently conducted by Seller and its Subsidiaries, and all such software is listed in Section 4.7(b)(ix) of the Disclosure Letter. (x) No Intellectual Property Rights of any third party were or are used in, incorporated into, integrated or bundled with, or used in the development or compilation (other than generally available commercial compilers) of, any Seller Intellectual Property. No software owned by or licensed to Seller or any of its Subsidiaries (“Seller Software”) has been combined by Seller or any of its Subsidiaries with any third party software, including software subject to an open source license, in such a manner that, solely as a result of such combination: (A) restrictions are placed on the Company as rights of Seller and its Subsidiaries to license, sublicense, resell or distribute such Seller Software, (B) restrictions are placed on the rights of Seller and its Subsidiaries to charge license fees for the sublicense, resale or distribution of the date Seller Software, (C) Seller or any of this Agreement its Subsidiaries is required to make available the source code for the Seller Software to any third parties to which Seller or any of its Subsidiaries distributes the Seller Software in non-source code form, (“Scheduled D) neither Seller nor any of its Subsidiaries may claim copyright or other Intellectual Property”). Except as disclosed Property Rights in Schedule 4.08 any derivative works made by Seller or its Subsidiaries from the Seller Software, or (E) Seller and its Subsidiaries are prohibited from restricting the persons by which, or the purposes for which, the Seller Software may be used. (xi) Section 4.7(b)(xi) of the Disclosure ScheduleLetter lists all Contracts to which Seller or any of its Subsidiaries is a party with respect to the ownership or licensing of any Seller Intellectual Property Rights other than non-exclusive software licenses granted to end user customers pursuant to Seller’s standard customer agreement, a copy of which has been provided to Purchaser, and to Undisclosed Existing Licenses (as such term is defined in the Knowledge of the Seller, all Scheduled Intellectual Property is subsisting, valid and enforceable, and all Scheduled Intellectual Property that are applications to registered are pending and in good standingIPMA). (cxii) To Neither (A) the Knowledge operation of the SellerBusiness, neither including the Companymaking, using, selling, licensing and distribution of the products of Seller or any of its Subsidiaries, by either Seller or any of its Subsidiaries or, following the Closing, Purchaser, nor its Predecessors nor any (B) the use of their products or services relating to the Coflex Business has infringed upon or otherwise violatedSeller Intellectual Property, did, do, or is infringing upon will: (x) infringe or otherwise violating, misappropriate the Intellectual Property Rights of any Person; (y) violate the rights of any Person (including rights to privacy or publicity); or (z) constitute unfair competition or trade practices under the laws of any jurisdiction. To the Knowledge Neither Seller nor any of the Seller, there is no suit, its Subsidiaries has received any written notice or otherwise has knowledge of any pending or threatened claim, action, investigation suit, order or proceeding pending or threatened with respect thereto, and neither the Company nor to any Seller Intellectual Property owned or used by Seller or any of its Predecessors has been notified in writing of any possible infringement Subsidiaries or other violation alleging that the services provided, processes used or products manufactured, used, imported, offered for sale or sold by any of them Seller or any of their products its Subsidiaries infringes, misappropriates or services related to the Coflex Business of the otherwise violates any Intellectual Property Rights of any Person and to or constitutes unfair competition or trade practices under the Knowledge laws of the Seller, there is no valid any jurisdiction (nor does Seller have any knowledge of any basis for any such claimtherefor). (dxiii) There are no Contracts between Seller or any of its Subsidiaries and any other Person with respect to the Seller Intellectual Property under which there is, to the knowledge of Seller, any dispute or any threatened dispute regarding the scope of such Contract or performance under such Contract. (xiv) To the Knowledge knowledge of the Seller, no Person or any product or service of any Person is infringing upon has challenged, infringed, misappropriated or otherwise violating violated any Intellectual Property rights of the Company Rights owned by or licensed to Seller or any of its PredecessorsSubsidiaries. (xv) Seller and its Subsidiaries have exercised reasonable care, including taking all reasonable steps, to maintain the confidentiality of all material Trade Secrets that are Seller Intellectual Property and no such Trade Secrets have been disclosed other than to employees, suppliers, consultants, representatives and agents of Seller or any of its Subsidiaries all of whom are bound by written confidentiality agreements. (xvi) Section 4.7(b)(xvi) of the Disclosure Letter lists all third parties to which Seller or any its Subsidiaries has provided or disclosed the source code to any software that is Seller Intellectual Property, and all other third parties that, to the knowledge of Seller, have been provided access to, or have had possession of any such source code, and, for each third party listed in Section 4.7(b)(xvi) of the Disclosure Letter, such schedule identifies the software source code that was provided or disclosed; provided that such schedule shall not include any individuals who: (A) are or were consultants of Seller, (B) received access to such source code only under a written obligation of confidentiality to Seller, and (C) to the knowledge of Seller, no longer have (as of the date of this Agreement) access to or possession of any copy of such source code. (xvii) Seller has and enforces a policy requiring each employee and consultant of Seller or any of its Subsidiaries to execute a proprietary rights and confidentiality agreement substantially in the form previously provided to Purchaser and all current and former employees and consultants of Seller or any of its Subsidiaries who have created or modified any of the Seller Intellectual Property have executed such an agreement assigning all of such employees’ and consultants’ rights in and to such Seller Intellectual Property to Seller or its Subsidiary, as applicable. (xviii) No Seller Intellectual Property is subject to any proceeding or outstanding decree, order, judgment, or stipulation that restricts in any manner the transfer thereof to Purchaser as contemplated hereby, or, to the knowledge of Seller, that adversely affects the validity, use or enforceability of the Seller Intellectual Property. No exclusive rights have been granted by Seller or any of its Subsidiaries to any third party with respect to any Seller Intellectual Property. (xix) To the extent that Seller or any of its Subsidiaries has distributed or licensed any product to an end user pursuant to any form of encryption key: (A) Seller or such Subsidiary, as the case may be, has a written agreement with each such end user requiring such end user to protect the confidentiality of such key; (B) Section 4.7(b)(xix) of the Disclosure Letter contains a true and complete list of all third parties to whom Seller or any of its Subsidiaries has disclosed such keys; (C) to the knowledge of Seller, no third party has had access to any such keys, except pursuant to clause (B) above. (xx) All services provided, processes used or products manufactured, used, imported, offered for sale or sold by Seller or any of its Subsidiaries in the Business comply in all material respects with industry standards and with the feature specifications and performance standards set forth in Seller’s product data sheets and other documentation relating to such services, processes or products. There are no outstanding claims (nor does Seller have knowledge of any facts that would reasonably lead to a claim) for breach of warranties by Seller in connection with such services, processes or products. All product performance comparisons heretofore previously by Seller or any of its Subsidiaries to customers in the Business or to Purchaser are accurate in all material respects as of the dates so furnished. There is no material problem, defect or issue with respect to any of such services, processes or products which, to the knowledge of Seller, does, or may reasonably be expected to, materially adversely affect the value or functionality of such services, processes or products.

Intellectual Property Rights. Except as to matters that individually or in the aggregate would not have a Material Adverse Effect: (a) To The attached Intellectual Property Schedule contains a complete and accurate list of all (a) patented or registered Intellectual Property Rights owned or, to Seller's knowledge, used by Seller, and (b) pending patent applications and applications for other registrations of Intellectual Property Rights filed by or on behalf of Seller. The Intellectual Property Schedule also contains a complete and accurate list of all written licenses and other rights granted by Seller to any third party with respect to any Intellectual Property Rights and all written licenses and other rights granted by any third party to Seller with respect to any Intellectual Property Rights, in each case identifying the Knowledge subject Intellectual Property Rights. Except as set forth on the Intellectual Property Schedule, no loss or expiration of any Intellectual Property Right is pending or, to the knowledge of the Seller, threatened. Seller has taken commercially reasonable steps to maintain and protect the Company owns, or is licensed or otherwise has the right to use all Intellectual Property Rights material to the conduct of the Coflex Business as currently conducted, which it owns and all Intellectual Property Rights material to the manufacture and sale of the Coflex and Cofix products outside of the United States as currently conducted by the Parent, Seller or any of its Affiliatesuses. (b) Schedule 4.08 of Except as set forth on the Disclosure Schedule sets forth a true and complete list of all issued patentsIntellectual Property Schedule, registered trademarks(i) there have been no claims made, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to the Company as of the date of this Agreement (“Scheduled Intellectual Property”). Except as disclosed in Schedule 4.08 of the Disclosure Schedule, and to the Knowledge knowledge of the Seller, all Scheduled threatened against Seller asserting the invalidity, misuse or unenforceability of any of the material Intellectual Property is subsisting, valid and enforceableRights owned or used by Seller, and all Scheduled (ii) Seller has not received any notices of any infringement or misappropriation by, or conflict with, any third party with respect to any Intellectual Property Rights (including any demand or request that are applications to registered are pending and in good standingSeller license any rights from a third party). (c) To the Knowledge knowledge of the Seller, neither the Companyconduct of Seller's businesses has not infringed, nor its Predecessors nor misappropriated or conflicted with and does not infringe, misappropriate or conflict with any of their products or services relating to the Coflex Business has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the material Intellectual Property Rights of any Person. To the Knowledge of the Seller, there is no suit, claim, action, investigation or proceeding pending or threatened with respect thereto, and neither the Company nor any of its Predecessors has been notified in writing of any possible infringement or other violation by any of them or any of their products or services related to the Coflex Business of the Intellectual Property Rights of any Person and to the Knowledge of the Seller, there is no valid basis for any such claimPersons. (d) To the Knowledge knowledge of the Seller, the transactions contemplated by this Agreement will have no Person material adverse effect on Seller's right, title or any product interest in and to the Intellectual Property Rights listed on the Intellectual Property Schedule and all of such Intellectual Property Rights shall be owned or service available for use by Buyer in accordance with the terms of any Person is infringing upon lease, license or otherwise violating any Intellectual Property rights of the Company or any of its Predecessorsother right granted to Seller.