Common use of Intellectual Property Clause in Contracts

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).

Intellectual Property. (a) Except to the extent it as has not had and would not reasonably be reasonably expected to have have, individually or in the aggregate, a Regional Material Adverse Effect: (i) the Company , Regional and each Company Subsidiary own or have a valid license to use any and all patentsits Subsidiaries own, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liensLiens except for Regional Permitted Liens, defects or similar encumbrances or other restrictionsall Regional Owned Intellectual Property Rights, other than non-exclusive licenses granted and hold all right, title and interest in and to all Regional Owned Intellectual Property Rights. (b) The conduct of Regional and its Subsidiaries in the ordinary course operation of businessthe business of each of Regional and its Subsidiaries as presently conducted and as conducted in the prior three years, does not, to Regional’s Knowledge, infringe, misappropriate or otherwise violate in any material respect, and has not infringed, misappropriated or otherwise violated in any material respect, any Intellectual Property of any other Person, except for such matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Regional Material Adverse Effect. No claims, actions, suits, investigations or proceedings are pending or, to Regional’s Knowledge, threatened in writing (iiii) based upon, or challenging or seeking to deny or restrict, the Company rights of Regional or any of its Subsidiaries in any of the Regional Owned Intellectual Property Rights andor Regional Licensed Intellectual Property, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (Bii) alleging that the Company any Regional Owned Intellectual Property Right or Regional Licensed Intellectual Property is invalid or unenforceable or (iii) alleging that Regional or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party its Subsidiaries is infringing, misappropriating or otherwise violating the Intellectual Property of any other Person, except for claims that would not reasonably be expected to have, individually or in the aggregate, a Regional Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Regional Material Adverse Effect and to Regional’s Knowledge, no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Company Regional Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates Right or otherwise violates, Regional’s or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and its applicable Subsidiary’s interest in and to such any Regional Licensed Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Property.

Intellectual Property. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent it that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not be reasonably expected to not, individually or in the aggregate, have a Material Adverse Effect: . Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conductedits Subsidiaries; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the there is no infringement by third parties of any such Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) others challenging the validityCompany’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope or enforceability of any such Intellectual Property Rights Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (B) alleging claim by others that the Company and its Subsidiaries infringe or otherwise violate any Company Subsidiary has infringedpatent, misappropriated trademark, copyright, trade secret or violated any Intellectual Property Rights other proprietary rights of any third partyothers; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (vvi) to the Company’s knowledge, there is no third third-party is infringingU.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement, misappropriating the Time of Sale Prospectus and the Prospectus as being owned by or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rightslicensed to the Company; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; and (vii) all employees or contractors engaged in the development Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights has been licensed to the Company or a Company such Subsidiary, and to all such agreements are in full force and effect, except, in the Company’s knowledge no case of any of clauses (i)-(vii) above, for any such agreement has been breached infringement by third parties or violated; and (viii) any such pending or threatened suit, action, proceeding or claim as would not, individually or in the Company and the Company Subsidiaries useaggregate, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as result in a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its Subsidiaries own or have a obtained valid license to use any and enforceable licenses for or can acquire on reasonable terms all material patents, patent applications, copyrights, statutory invention rights, invention disclosures, design rights, inventions, copyrightsrights in technology and software, know data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), Internet domain names, trademarks, service marks, business names, trade names, domain namestrade dress and any applications (including provisional applications), softwareregistrations, data or renewals for any of the foregoing, and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith therein necessary to carry on the business now operated by them, which are described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned by or licensed to the Company or its subsidiaries (collectively, the “Intellectual Property RightsProperty”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to . To the Company’s knowledge, the Intellectual Property Rights licensed there are no rights of third parties to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights except for customary reversionary rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of third-party licensors with respect to Intellectual Property Rights; (v) to Property. To the Company’s knowledge, no third party has infringed, misappropriated, diluted or otherwise violated any Intellectual Property. To the Company’s knowledge and except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is infringing, misappropriating misappropriating, diluting or otherwise violating violating, or has infringed, misappropriated misappropriated, diluted or otherwise violated, any intellectual property rights of third parties. Each of the Company Owned and its subsidiaries is the sole owner of the Intellectual Property Rights; (vi) owned by it and has the valid and enforceable right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, as applicable. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any Company Subsidiary infringesof its subsidiaries is obligated to pay a material royalty, misappropriates grant a license or otherwise violatesoption, or has infringed, misappropriated or otherwise violated, provide other material consideration to any third party in connection with any Intellectual Property Rights; (vii) all employees or Property. All employees, consultants, agents and contractors engaged in the development of the Intellectual Property Rights on behalf of the Company or any Company Subsidiary of its subsidiaries have executed an appropriate invention assignment agreement agreements whereby such employees or employees, consultants, agents and contractors have presently assign assigned all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiarythe relevant subsidiary, as applicable, and to the Company’s knowledge knowledge, no such agreement has been breached or violated; and (viii) . To the Company’s knowledge, no employee of the Company or any of its subsidiaries 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 or such subsidiary. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, 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’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company Subsidiaries useis unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (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; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates, dilutes or otherwise violates, or would, upon the manufacturing or commercialization or marketing of any product or service described in the Registration Statement, the General Disclosure Package and the Prospectus as under development, infringe, misappropriate, dilute or otherwise 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 each of its subsidiaries have usedcomplied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such subsidiary, commercially reasonable efforts to appropriately maintain and all such agreements are in full force and effect. Except as described in the confidentiality Registration Statement, the General Disclosure Package and the Prospectus, no government funding, facilities or resources of all information intended a university, college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to be maintained as a trade secret (including proprietary confidential software source code)owned by the Company or any of its subsidiaries that would confer any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company the Subsidiary own or have a valid license possess or can acquire on reasonable terms the right to use any and all patents, inventions, trademarks, trade names, service marks, logos, trade dress, designs, data, database rights, Internet domain names, rights of privacy, rights of publicity, copyrights, know works of authorship, license rights, trade secrets, know-how and proprietary information (including trade secrets unpatented and other unpatented and/or unpatentable proprietary or confidential information, processes inventions, systems or procedures), trademarks, service marks, trade names, domain names, software, data ) and other worldwide industrial property and intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith rights (collectively, “Intellectual Property RightsProperty”), in each case, used in or reasonably ) necessary to the conduct of their businesses business as presently conducted and currently conducted; (ii) the Intellectual Property Rights owned or purported contemplated to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted conducted in the ordinary course of businessfuture, (iii) except as would not, individually or in the Company Owned Intellectual Property Rights andaggregate, to have a Material Adverse Effect. To the Company’s knowledge, neither the Company nor the Subsidiary, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or the Subsidiary have received any communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Neither the Company nor the Subsidiary has received any communication or notice which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect alleging that by conducting their business as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property Rights of any other person or entity. The WhiteHorse Entities know of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or any the Subsidiary that would, individually or in the aggregate, have a Material Adverse Effect. The Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, the Subsidiary have taken all reasonable steps necessary to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any secure their interests in such Intellectual Property Rights or from their employees (Bif any) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or and contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain protect the confidentiality of all of their confidential information intended to be maintained as a and trade secret (including proprietary confidential software source code)secrets.

Intellectual Property. (a) Except to as would not, individually or in the extent it would not aggregate, reasonably be reasonably expected to have a Material Adverse Effect: : (i) the Company it and each Company Subsidiary its Subsidiaries own or have a valid license enforceable rights or licenses to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “the Intellectual Property Rights”)used in, in each caseand necessary for, used in their business as currently conducted. Its and its Subsidiaries’ conduct of their business as currently conducted does not infringe upon, misappropriate or reasonably necessary otherwise violate the Intellectual Property rights of any third party, and no claim has been asserted or, to its Knowledge, threatened against it or any of its Subsidiaries that the conduct of their businesses its and its Subsidiaries’ business as currently conducted; conducted infringes upon, misappropriates or otherwise violates the Intellectual Property rights of any third party; (ii) none of its present or former employees, officers, or directors, or agents, outside contractors or any other third party holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Owned Intellectual Property; (iii) none of the Intellectual Property Rights owned or purported to be owned by the Company it or any Company Subsidiary of its Subsidiaries (the “Company Owned Intellectual Property”) has been adjudged invalid or unenforceable in whole or in part and, to its Knowledge, the Owned Intellectual Property Rights”)is valid and enforceable. To its Knowledge, are solely and exclusively owned by no Person is engaging in any activity that infringes upon the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights andProperty; (iv) to its Knowledge, to the Company’s knowledge, the each agreement under which Intellectual Property Rights is licensed to the Company it or any Company Subsidiary, are valid, subsisting of its Subsidiaries is valid and enforceable, is binding on all parties to such license, and there is in full force and effect, and no pending or, to the Company’s knowledge, threatened action, suit, proceeding party thereto is in breach thereof or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; default thereunder; (v) it and its Subsidiaries have taken commercially reasonable measures to protect the Company’s knowledge, no third party is infringing, misappropriating confidential nature of the trade secrets and confidential information that they own or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; use; (vi) neither to its Knowledge, the Company nor software it or any Company Subsidiary infringesof its Subsidiaries owns or licenses for use does not contain any disabling mechanism or protection feature designed to prevent its use, misappropriates including any computer virus, worm, software lock, drop-dead device, Trojan-horse routine, trap door, back door (including capabilities that permit non-administrative users to gain unrestricted access or administrative rights to software or that otherwise violatesbypasses security or audit controls), time bomb or has infringedmalware or any other codes or instructions that may be used to access, misappropriated modify, replicate, distort, delete, damage or otherwise violateddisable software or data, any Intellectual Property Rightsother software operating systems, computers or equipment with which the software interacts; and (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their rightpast 12 months, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement there has been breached no failure or violated; malfunction of any IT Systems which has caused any material disruption to its business or that of its Subsidiaries. It and its Subsidiaries have implemented reasonable backup, security and disaster recovery technology and procedures. (viiib) the Company To its Knowledge, it and its Subsidiaries are compliant in all material respects with their respective privacy policies and contractual commitments to their respective customers and employees, concerning data protection and the Company privacy and security of Personal Data of such customers and employees, including any applicable Data Protection Laws. Since January 1, 2012, to its Knowledge, it and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)not experienced any Information Security Breach.

Intellectual Property. (a) Except to the extent it would not be reasonably expected to have a Material Adverse Effect: as disclosed in Schedule 3.8, (i) the Company or its Subsidiaries are the owners of all of the Intellectual Property free and each Company Subsidiary own clear of any royalty or other payment obligation, lien or charge, or have sufficient rights to use such Intellectual Property under a valid and enforceable license to use any and all patentsagreement, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) there are no agreements that restrict or limit the use of the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary its Subsidiaries, and (iii) to the “Company Owned extent that the Intellectual Property Rights”)owned or held by the Company or its Subsidiaries are registered with the applicable authorities, record title to such Intellectual Property is registered or applied for in the name of the Company or of its Subsidiaries. (b) The Company's and Subsidiaries' rights to the Intellectual Property are solely valid and exclusively owned enforceable, and the Intellectual Property and the products and services of the Company and its Subsidiaries do not infringe upon intellectual property rights of any person or entity in any country. Except where reasonable business decisions to allow rights to lapse have been made, all maintenance taxes, annuities and renewal fees have been paid and all other necessary actions to maintain the Intellectual Property rights have been taken through the date hereof. There exists no impediment that would impair the Company's rights to conduct its business or the business of its Subsidiaries after the Effective Time as it relates to the Intellectual Property. (c) The Company and its Subsidiaries have taken all reasonable and appropriate steps to protect the Intellectual Property and, were applicable, to preserve the confidentiality of the Intellectual Property. (d) Neither the Company nor any of its Subsidiaries has received any notice of claim that any of such Intellectual Property has expired, is not valid or enforceable in any country or that it infringes upon or conflicts with the intellectual property rights of any third party, and no such claim or infringement or conflict, whenever filed or threatened, currently exists. (e) Neither the Company nor any of the Subsidiaries has given any notice of infringement to any third party with respect to any of the Intellectual Property or has become aware of facts or circumstances evidencing the infringement by any third party of any of the Intellectual Property, and no claim or controversy with respect to any such alleged infringement currently exists. (f) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger will not: (i) constitute a breach by the Company or the Company Subsidiaries, in each case free and clear Subsidiaries of all liens, defects any instrument or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned agreement governing any Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights owned by or licensed to the Company or any Company Subsidiaryof the Subsidiaries, are valid, subsisting and enforceable, and there is no pending or, (ii) pursuant to the Company’s knowledgeterms of any license or agreement relating to any Intellectual Property, threatened action, suit, proceeding or claim by a third party (A) challenging cause the validity, scope or enforceability modification of any terms of any such Intellectual Property Rights license or agreement, including but not limited to the modification of the effective rate of any royalties or other payments provided for in any such license or agreement, (Biii) alleging that cause the Company forfeiture or any Company Subsidiary has infringed, misappropriated or violated termination of any Intellectual Property Rights of any third party; under the terms thereof, (iv) neither the Company nor give rise to a right of forfeiture or termination of any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; under the terms thereof, or (v) to impair the right of the Company’s knowledge, no third party is infringingthe Subsidiaries, misappropriating the Surviving Company or otherwise violating Parent to make, have made, offer for sale, use, sell, export or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, license any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights portion thereof pursuant to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)terms thereof.

Intellectual Property. Except where the failure to do so would not have a Material Adverse Effect, each Company Party and each Subsidiary of the Company Parties have, or have rights to use, all Intellectual Property Rights they purport to have or have rights to use, which, in the aggregate for all such Company Party and such Subsidiary, constitute all Intellectual Property Rights necessary or required for use in connection with the businesses of the Company Parties and their Subsidiary as presently conducted. No Company Party and no Subsidiary of any Company Party has received a notice (written or otherwise) that any of the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, and, to the extent it knowledge of each Company Party and its Subsidiaries, no event has occurred that permits, or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights. No Company Party and no Subsidiary of any Company Party has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim, nor has such a claim been threatened or could reasonably be expected to be made, and no Company Party and no Subsidiary of any Company Party otherwise has any knowledge that any slogan or other advertising device, product, process, method, substance or other Intellectual Property or goods or services bearing or using any Intellectual Property Right presently contemplated to be sold by or employed by Intellectual Property Right of any Company Party or any Subsidiary of any Company Party violate or infringe upon the rights of any Person, except as could not reasonably be reasonably expected to have a Material Adverse Effect: (i) . To the Company and knowledge of each Company Subsidiary own or have a valid license to use any Party and its Subsidiaries, all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the such Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, enforceable and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim existing infringement by a third party (A) challenging the validity, scope or enforceability another Person of any such of the Intellectual Property Rights Rights. Each Company Party and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or (B) alleging that in the aggregate, reasonably be expected to have a Material Adverse Effect. No Company or Party and no Subsidiary of any Company Subsidiary Party has infringed, misappropriated or violated any Intellectual Property Rights of Right registered, or subject to pending applications, in the United States Patent and Trademark Office or any third party; (iv) neither similar office or agency in the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violatedUnited States, any Company Owned Intellectual Property Rights; (vi) neither State thereof, any political subdivision thereof or in any other country, other than those set forth on the Company nor any Company Subsidiary infringes, misappropriates or otherwise violatesDisclosure Certificate, or has infringed, misappropriated granted any licenses with respect thereto other than as set forth on the Disclosure Certificate. The Disclosure Certificate also sets forth all Contractual Obligations or otherwise violated, other arrangements of any Company Party or any Subsidiary of any Company Party as in effect on the date hereof pursuant to which such Company Party or such Subsidiary has a license or other right to use any Intellectual Property Rights; (vii) all employees or contractors engaged in owned by another Person and the development of Intellectual Property Rights on behalf dates of the expiration of such Contractual Obligations or other arrangements (collectively, together with such Contractual Obligations or other arrangements as may be entered into by any Company Party or any Subsidiary of any Company Party after the date hereof, the “License Agreements”). All material License Agreements and related rights are in full force and effect, no default or event of default exists with respect thereto in respect of the obligations of licensor or with respect to any royalty or other payment obligations of any Company Party or any Subsidiary have executed an invention assignment agreement whereby of any Company Party or any obligation of any Company Party or any Subsidiary of any Company Party with respect to manufacturing standards, quality control or specifications and each such employees Company Party or contractors presently assign such Subsidiary is in compliance with the terms thereof in all material respects and no owner, licensor or other party thereto has sent any notice of their right, title and interest in and termination or its intention to terminate such Intellectual Property Rights to the Company license or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)rights.

Intellectual Property. (i) Except to as set forth in the extent it SEC Reports, Parent and its Subsidiaries (excluding the Company and its Subsidiaries) exclusively own the KFC, PIZZA HUT and TACO ▇▇▇▇ Trademarks; the Company or its Subsidiaries exclusively owns the EAST DAWNING, LITTLE SHEEP and ATTO PRIMO Trademarks; and (ii) except as set forth in the SEC Reports or the Company Financial Statements and except as has not had and would not reasonably be reasonably expected to have a Material Adverse Effect: Effect on the Company, (iA) Parent, Company or a Subsidiary exclusively owns all other material proprietary Intellectual Property used in the conduct of the China Division as currently conducted, in each case in China, free and clear of any Encumbrances; (B) the Company and each Company Subsidiary or its Subsidiaries own or have a valid license are licensed to use any and use, all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses the China Division as currently conducted; (iiC) the all registered Intellectual Property Rights that is owned by Parent, the Company or purported the Subsidiaries and used in the China Division as currently conducted is subsisting and unexpired, and to be owned the Knowledge of the Company, valid and enforceable; and the use of such Intellectual Property by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”)its Subsidiaries does not infringe upon, are solely and exclusively owned by the Company misappropriate or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, otherwise violate the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability rights of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third partyPerson; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (vD) to the Knowledge of the Company’s knowledge, no third party Person is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf right of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and its Subsidiaries with respect to such any Intellectual Property Rights owned by and/or exclusively licensed to the Company or a Company Subsidiaryany of its Subsidiaries; (E) there is no claim or proceeding pending or, and to the Knowledge of the Company’s knowledge , threatened (including cease-and-desist letters or invitations to take patent license) against the Company or any of its Subsidiaries challenging their respective use of Intellectual Property; (F) no Intellectual Property owned by the Company or any of its Subsidiaries is being used by or enforced by the Company or any of its Subsidiaries in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such agreement has been breached or violatedIntellectual Property; and (viiiG) the Company and the Company or its Subsidiaries use, and have used, use commercially reasonable efforts to appropriately protect and maintain the confidentiality security, operation and integrity of all information intended material systems and Computer Software (and all data stored therein or processed thereby) used in the conduct of the China Division as currently conducted and there have been no material breaches, outages, violations or unauthorized access to be maintained as a trade secret (including proprietary confidential software source code)the same.

Intellectual Property. (a) Except to as set forth on Schedule 3.12, the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or have a valid license Group Companies own, are licensed to use any and all patents, inventions, copyrights, know how or otherwise have the right to use (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of any Liens) all liensIntellectual Property required for the operation of the business of the Group Companies (collectively, defects the “Company Intellectual Property”). Schedule 3.12 sets forth all Intellectual Property owned by the Group Companies that is registered, issued or similar encumbrances or other restrictionsthe subject of a pending application for registration (collectively, other than non-exclusive licenses granted in the ordinary course “Company Owned Intellectual Property”). None of business, (iii) the Company Owned Intellectual Property Rights and, to has been adjudged invalid or unenforceable and the Company’s knowledge, the Company Owned Intellectual Property Rights is valid and enforceable, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws. (b) Schedule 3.12 sets forth all agreements (other than with respect to off-the-shelf software pursuant to “shrink wrap” or “click wrap” license agreements) pursuant to which Company Intellectual Property is licensed to the Group Companies by a third party or pursuant to which any Group Company or any has granted to a third party the right to use Company SubsidiaryOwned Intellectual Property (collectively, are valid, subsisting the “Company IP Licenses”). Each Company IP License is valid and enforceable, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and there is no pending none of the Group Companies or, to the Company’s knowledge, any other party to any Company IP License is in breach thereof or default thereunder. (c) There are no claims pending or threatened actionin writing against any Group Company (i) against the use by such Group Company of any copyrights, suitpatents, proceeding trademarks, trade names, service marks, trade secrets, technology, know-how or claim by a third party computer software programs and applications used in the business of the Group Companies as currently conducted, (Aii) challenging the validityownership, scope validity or enforceability effectiveness of any such Intellectual Property Rights or (B) alleging that of the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violatesProperty, or has infringed, misappropriated (iii) challenging the license or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf legally enforceable right to use of the Company IP Licenses. The conduct of the business of the Group Companies as currently conducted does not infringe or otherwise violate the U.S. Intellectual Property rights of any Person. With respect to Intellectual Property used by, owned by or licensed to any Group Company, the Group Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their owns the entire right, title and interest in and to such the Company Owned Intellectual Property Rights purported to be owned by the Group Company and has the right to use the other Intellectual Property in the continued operation of its business as currently conducted. To the knowledge of the Company, no third party is infringing or otherwise violating the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Owned Intellectual Property rights.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (A) Ownership and rights -------------------- (i) the Company and each Company Subsidiary own or have a valid license to use any and General ------- Full particulars of all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned otherwise exploited or used by the Company or in any Company Subsidiary (part of the “Company Owned world will be disclosed to the Purchaser during the due diligence to be conducted by the Purchaser. All Intellectual Property Rights”), are solely and exclusively owned exploited or used by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted is in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf absolute beneficial ownership of the Company or any member of the Group is a 1icensee of the same and the Company Subsidiary does not own, use, exploit or have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and any other interest in and to such any Intellectual Property Rights which has not been disclosed. In particular but without prejudice to the generality of the foregoing, none of the Intellectual Property disclosed is jointly owned by the Company and a third party. (ii) Enforcement ----------- All applications for any Intellectual Property owned, used or a otherwise exploited by the Company Subsidiaryare being diligently prosecuted; patents, registered trademarks and registered designs and other similar registered or recorded Intellectual Property rights owned, used or otherwise exploited by the Company have been maintained; nothing has been done to diminish or otherwise affect the reputation of unregistered trademarks, trade names, brand names or get up owned, used or otherwise exploited by the Company’s knowledge ; no such agreement copying or reproduction of the copyright material owned, used or otherwise exploited by the Company has been breached permitted (expressly or violatedby implication); the technical information and other knowhow owned, used or otherwise exploited by the Company has been kept confidential; and (viiiwhere applicable) all application, registration and renewal fees necessary to procure, register, record or maintain the Intellectual Property have been paid. (iii) Intellectual Property Agreements -------------------------------- All agreements in relation to any Intellectual Property used or owned by the Company have been disclosed and are valid and binding; none has been the subject of any breach or default by any party thereto or of any event which with notice or lapse of time or both would constitute a default; nor are there any disputes, claims or proceedings arising out of or relating to such agreements. No member of the Group has authorised or otherwise permitted, expressly or by implication, any use whatsoever of the Intellectual Property owned, used or otherwise exploited by the Group save insofar as any such authority is contained in the appropriate agreements. The Company Subsidiaries use, and does not use or otherwise exploit any Intellectual Property belonging to a third party save insofar as it is licensed to do so in the appropriate agreements. All such agreements have used, commercially reasonable efforts been duly recorded or registered with the proper authorities whenever a requirement to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)do so exists.

Intellectual Property. Except to as described in the extent it would not be reasonably expected to have a Material Adverse Effect: Registration Statement, the Pricing Disclosure Package and the Prospectus (i) to the knowledge of the Company, the Company and each Company Subsidiary its subsidiaries own or have a valid license the right to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data names and other worldwide source indicators, copyrights, copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other intellectual property, industrial property or and proprietary and similar proprietary rights, including any and all registrations and applications for registration thereof and any of, and all goodwill associated therewith with, any of the foregoing (collectively, “Intellectual Property RightsProperty”), ) in each case, used in or reasonably case necessary to for the conduct of their respective businesses as currently conductedconducted or proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) to the knowledge of the Company, the Company’s and its subsidiaries’ conduct of their respective businesses as currently conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package or the Prospectus does not and will not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated, or otherwise violated, any Intellectual Property Rights owned of any third party, except as would not, individually or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessaggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party (Ax) challenging the Company’s or any of its subsidiaries’ rights in or to any of their owned or licensed Intellectual Property; (y) alleging that the Company or any of its subsidiaries have infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party, or (z) challenging the ownership, validity, scope or enforceability of any such Intellectual Property Rights owned by or (B) alleging that licensed to the Company or any of its subsidiaries, and in the case of each of (x), (y) and (z), the Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights is unaware of any third partyfacts which would form a reasonable basis for any such action, suit, proceeding or claim; and (iv) neither to the knowledge of the Company, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Intellectual Property owned by or licensed to the Company nor or any of its subsidiaries is valid and enforceable, is owned free and clear of all liens, encumbrances, defects and other restrictions by, or licensed or co-licensed to, the Company Subsidiary has received any written notice alleging any infringementor its subsidiaries, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, and no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, violated any Intellectual Property Rights; (vii) owned by or exclusively or co-exclusively licensed to the Company or any of its subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, 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, the value of which to the Company or its subsidiaries is contingent upon maintaining the confidentiality thereof, including requiring employees, contractors, consultants and other third parties who receive such Intellectual Property to execute appropriate confidentiality agreements. To the knowledge of the Company, all current and former employees or contractors engaged and consultants and other parties involved in the development of Intellectual Property Rights on behalf of for the Company or any Company Subsidiary its subsidiaries have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to signed agreements with the Company or a Company Subsidiaryits subsidiaries, and pursuant to the Company’s knowledge no such agreement has been breached or violated; and (viii) which the Company or its subsidiaries either (A) have obtained, or have the right or option to obtain, ownership of and are the Company Subsidiaries useexclusive owners of such Intellectual Property, and or (B) have usedobtained a valid right to exploit such Intellectual Property, commercially reasonable efforts to appropriately maintain sufficient for the confidentiality conduct of all information intended their respective businesses as currently conducted or as proposed to be maintained as a trade secret (including proprietary confidential software source code)conducted in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

Intellectual Property. Except to as would not, individually or in the extent it would not aggregate, reasonably be reasonably expected to have a Material Adverse Effect: Effect (i) the Company and each Company Subsidiary own or have a of its Subsidiaries possess valid license and enforceable rights to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service markslogos, trade names, Internet domain names, softwarepatent rights, data copyrights, trade secrets, know-how, rights in computer software and other worldwide similar intellectual property rights (together with all goodwill associated with, any registrations of, or similar proprietary rights, including any and all registrations and applications for registration thereof and of any and all goodwill associated therewith (of the foregoing, collectively, “Intellectual Property Rights”), in each case, ) that are used in or reasonably necessary to the conduct operation of their businesses the Company and its Subsidiaries as currently conducted; (ii) all Owned Intellectual Property are valid and enforceable; (iii) to the Knowledge of the Company, no Person has infringed upon, misappropriated or otherwise violated any of the Owned Intellectual Property; (iv) the conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated, or violated at any time since July 3, 2021, and does not infringe, misappropriate or violate, the Intellectual Property Rights of any other Person; (v) the Company and its Subsidiaries have taken commercially reasonable steps to maintain the confidentiality of the material trade secrets owned (or purported to be owned owned) by the Company or any Company Subsidiary of its Subsidiaries; (the “Company Owned Intellectual Property Rights”), are solely and exclusively vi) no material source code owned (or purported to be owned) by the Company or the Company Subsidiariesany of its Subsidiaries has been disclosed or otherwise made available to any Person (excluding an escrow agent), in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to Knowledge of the Company’s knowledge, threatened actionno circumstance or condition exists that (with or without notice or lapse of time, suitor both) would result in a requirement that any such source code be disclosed, proceeding licensed or claim by a made available to any third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or other than an escrow agent); and (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (ivvii) neither the Company nor any Company Subsidiary of its Subsidiaries has received any written notice alleging of any infringement, misappropriation third-party allegations or other violation of Intellectual Property Rights; claims that (vA) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its Subsidiaries or contractors presently assign all the conduct of their right, title and interest in and to such respective businesses infringe or conflict with asserted Intellectual Property Rights to of others or (B) challenge the Company ownership or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality validity of all information intended to be maintained as a trade secret (including proprietary confidential software source code)any Owned Intellectual Property.

Intellectual Property. Except to the extent it as would not reasonably be reasonably expected to have a Material Adverse Effect: (i) Effect or as otherwise expressly disclosed in the Registration Statement and the Prospectus, the Company and each Company Subsidiary its subsidiaries own or have a obtained valid license and enforceable licenses for, or otherwise have the right to use any and use, all patents, patent applications, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarkstrademark registrations and applications for registration, service marks, trade names, domain names, software, data and other worldwide similar intellectual property or similar proprietary rights, whether or not registered (including any and all registrations and applications for registration thereof and any and all goodwill associated therewith with the foregoing, as applicable) (collectively, “Intellectual Property Rights”), in each case, used in or reasonably ) necessary and material to the conduct of their businesses the business now conducted by them. To the Company’s knowledge the conduct of the business of the Company and its subsidiaries has not conflicted with, infringed, misappropriated or otherwise violated any Intellectual Property Rights of any third party. Except as currently conductedexpressly disclosed in the Registration Statement and in the Prospectus and except as would not, if determined adversely to the Company and its subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no claims asserted in writing by third parties to ownership of any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (ii) to the Company’s knowledge, all issued patents contained within the Intellectual Property Rights owned or purported to be owned licensed by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”)of its subsidiaries are valid and enforceable, are solely and exclusively owned or licensed by the Company or its subsidiaries and, to the Company Subsidiariesextent owned, in each case are owned free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, liens and encumbrances; (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, without any duty to conduct a special search, there is no material infringement, misappropriation, breach, default or other violation by any third party of any of the Intellectual Property Rights owned by or licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and of its subsidiaries; (iv) there is no pending or, to the Company’s knowledge, without any duty to conduct a special search, threatened action, suit, proceeding or claim by a third party (A) others challenging the validity, scope or enforceability rights of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated of its subsidiaries in or violated any to the Intellectual Property Rights of any third party; (iv) neither owned by or licensed to the Company nor or any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rightsits subsidiaries; (v) there is no pending or, to the Company’s knowledge, no third party is infringingwithout any duty to conduct a special search, misappropriating threatened action, suit, proceeding or otherwise violating claim by others challenging the validity, enforceability or has infringed, misappropriated or otherwise violated, scope of any Company Owned such Intellectual Property Rights; (vi) neither there is no pending or, to the Company’s knowledge, without any duty to conduct a special search, threatened action, suit, proceeding or claim by others that the Company nor or any Company Subsidiary of its subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, violates any Intellectual Property RightsRights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vii) all employees or contractors engaged in none of the development of Intellectual Property Rights on behalf of used by the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its subsidiaries in their respective businesses has been obtained or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to is being used by the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) any of its subsidiaries in violation of any contractual obligation binding on the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality or any of all information intended to be maintained as a trade secret (including proprietary confidential software source code)its subsidiaries.

Intellectual Property. Except The Company and its Subsidiaries own, or have rights to use, all material inventions, patent applications, patents, trademarks, trade names, service names, service marks, copyrights, trade secrets, know how (including unpatented and/or unpatentable proprietary of confidential information, systems or procedures) and other intellectual property as described in the extent it 2024 SEC Reports necessary for, or used in the conduct of their respective businesses (including as described in the 2024 SEC Reports) (collectively, “Intellectual Property”), except where any failure to own, possess or acquire such Intellectual Property has not had, and would not not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect. The Intellectual Property of the Company and its Subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) the Company and each Company Subsidiary own or there are no third parties who have a valid license rights to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rightsIntellectual Property, including any no liens, security interests, or other encumbrances; and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending infringement by third parties of any Intellectual Property. No action, suit, or other proceeding is pending, or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party is threatened: (A) challenging the Company’s or its Subsidiaries’ rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope or enforceability of any such Intellectual Property Rights Property; or (BC) alleging that the Company or any of its Subsidiaries infringes, misappropriates, or otherwise violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, except, in each case, which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. The Company Subsidiary has infringed, misappropriated or violated any and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) been licensed to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign of its Subsidiaries in all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiarymaterial respects, and to the Company’s knowledge all such agreements are in full force and effect. To the Company’s knowledge, there are no such agreement has been breached material defects in any of the patents or violated; and (viii) patent applications included in the Intellectual Property. The Company and the Company its Subsidiaries usehave taken all reasonable steps to protect, maintain and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)safeguard their Intellectual Property.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary own or have a of its Subsidiaries possess valid license and enforceable rights to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service markslogos, trade names, Internet domain names, softwarepatent rights, data copyrights, trade secrets, know-how, rights in computer software and other worldwide similar intellectual property rights (together with all goodwill associated with, any registrations of, or similar proprietary rights, including any and all registrations and applications for registration thereof and of any and all goodwill associated therewith (of the foregoing, collectively, “Intellectual Property Rights”), in each case, ) that are used in or reasonably necessary to the conduct operation of their businesses the Company and its Subsidiaries as currently conducted; (ii) the . All Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary of its Subsidiaries (the “Company Owned Intellectual Property RightsProperty”)) are valid and enforceable. To the knowledge of the Company, are solely and exclusively owned by no Person has infringed upon, misappropriated or otherwise violated any of the Owned Intellectual Property. The conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated, or the Company Subsidiariesviolated, in each case free and clear of all liensdoes not infringe, defects misappropriate or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledgeviolate, the Intellectual Property Rights licensed of any other Person. The Company and its Subsidiaries have taken commercially reasonable steps to maintain the confidentiality of the material trade secrets owned (or purported to be owned) by the Company or any of its Subsidiaries. No material source code owned (or purported to be owned) by the Company Subsidiaryor any of its Subsidiaries has been disclosed or otherwise made available to any Person (excluding an escrow agent), are valid, subsisting and enforceable, and there is no pending orand, to the knowledge of the Company’s knowledge, threatened actionno circumstance or condition exists that (with or without notice or lapse of time, suitor both) would result in a requirement that any such source code be disclosed, proceeding licensed or claim by a made available to any third party (other than an escrow agent). Neither the Company nor any of its Subsidiaries has received any notice of any third-party allegations or claims that (A) challenging the validity, scope Company or enforceability any of any such its Subsidiaries or the conduct of their respective businesses infringe or conflict with asserted Intellectual Property Rights of others or (B) alleging that challenge the Company ownership or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights validity of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Property.

Intellectual Property. Except 14.1 A member of the Seller’s Group or an EDS Entity is the sole legal and beneficial owner of each of the EDS Copyrights, the EDS Patents, the EDS Know-How, the EDS Information and the EDS Trademarks free from any Third Party Rights (for the purposes of this Clause 14.1, the definition of Third Party Rights shall exclude the words “in each case other than Intellectual Property”). For the avoidance of doubt, and without prejudice to any other Seller’s Warranties (including the warranty at paragraph 14.4), the Seller does not give any warranty as to the uniqueness of the EDS Information in this paragraph 14.1. 14.2 A member of the Seller’s Group is the sole legal and beneficial owner of any Intellectual Property licensed to the Purchaser, an EDS Entity or any of their Affiliates pursuant to any Ancillary Agreement (“Seller Licensed IP”). 14.3 To the Seller’s Knowledge, none of the EDS Entities or members of the Seller’s Group have been notified in writing, during the last 24 months, by any third party that the conduct of the EDS Business infringes or otherwise violates any Intellectual Property of that third party or that such EDS Entity infringes or otherwise violates any Intellectual Property of that third party, except in each case where the relevant matter has been resolved prior to Signing and Disclosed. 14.4 To the Seller’s Knowledge, the conduct of the EDS Business or the use of any Seller Licensed IP to the extent it would used under the terms of the Patent and Know-How Licence Agreement does not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own infringe or have a valid license to use otherwise violate any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”)of any third party and, to the Seller’s Knowledge, none of the EDS Entities infringes or otherwise violates any Intellectual Property of any third party. 14.5 To the Seller’s Knowledge: 14.5.1 there are no invalidity, opposition, cancellation or infringement Proceedings pending in respect of the EDS Copyrights, the EDS Patents, the EDS Know-How and the EDS Trademarks; and 14.5.2 there are no infringement Proceedings pending in respect of the Seller Licensed IP, and, in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) Seller’s Knowledge no fact or circumstance exists that is reasonably likely to result in such invalidity, opposition, cancellation or infringement. 14.6 To the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the CompanySeller’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledgeKnowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (viother than the Seller Licensed IP) neither the Company nor any Company Subsidiary infringesis required in order to manufacture dispose, misappropriates or otherwise violatesoffer to dispose, or has infringedexport, misappropriated or otherwise violatedimport, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their rightdistribute, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiarymarket, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have usedsell, the EDS Products in the manner conducted by the EDS Entities prior to the Signing Date. 14.7 To the Seller’s Knowledge, the Seller has used commercially reasonable efforts to appropriately maintain keep the EDS Know-How secret and confidential and none of the EDS Know-How has been disclosed to any third party save in the Ordinary Course subject to a written agreement imposing obligations of confidentiality of all information intended on the person to be maintained as a trade secret (including proprietary confidential software source code)whom the relevant EDS Know-How was disclosed.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (ia) Section 3.10(a) of the Company Disclosure Schedules sets forth a complete and accurate list of each Company Subsidiary own patented, issued or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations registered Intellectual Property and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”)the foregoing, in each case, used which is owned by or filed in or reasonably necessary the name of a Group Company (collectively, “Company Registered IP”). All the Company Registered IP is subsisting, and to the conduct Knowledge of their businesses the Company valid and enforceable. Each Group Company (i) is the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual Property, and (ii) has sufficient rights pursuant to a valid and enforceable license to all other Intellectual Property used in, necessary for or developed for the operation of the business of the Group Companies as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiariesand, in each case of clauses (i) and (ii), free and clear of all liens, defects or similar encumbrances or other restrictions, any Liens other than non-exclusive licenses granted in the ordinary course of business, (iii) Permitted Liens. Neither the Company Registered IP nor the other Owned Intellectual Property Rights andis subject to any outstanding Order restricting the use, to enforcement, disclosure or licensing thereof by such Group Company. (b) None of the Company’s knowledgeGroup Companies nor any of the former and current products, services or operations of the Intellectual Property Rights licensed to business of the Company or any Company SubsidiaryGroup Companies have, are validsince the Lookback Date, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated otherwise violated, or currently infringe, misappropriate or otherwise violate, any Intellectual Property Rights of any third party; (iv) neither Person. No Group Company has, since the Company nor any Company Subsidiary has Lookback Date, received any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other violation (including any claim that such Group Company should license or refrain from using any Intellectual Property) or challenging the ownership, registration, validity or enforcement of any Company Registered IP or other Owned Intellectual Property. No Group Company has, since the Lookback Date, made, against a third party, any written charge, complaint, claim, demand or notice alleging any infringement, misappropriation or other violation (including any claim that such third party should license or refrain from using any Intellectual Property). To the Knowledge of Intellectual Property Rights; (v) to the Company’s knowledge, no third party Person is infringinginfringing upon, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Registered IP or other Owned Intellectual Property. All Company Registered IP has been prosecuted in compliance with all applicable rules, policies and procedures of the applicable Governmental Entities, and all registration, maintenance and renewal fees due as of the Execution Date in connection with such Owned Intellectual Property Rights; have been paid and all documents, recordations and certificates in connection therewith required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States, the European Union or other applicable jurisdictions. (vic) neither Each Group Company has taken commercially reasonable measures to protect the confidentiality of all of its Trade Secrets and any other confidential information owned by such Group Company, the value of which to such Group Company nor is contingent upon maintaining the confidentiality thereof. Except as required by applicable Law, no such material Trade Secret or material confidential information has been disclosed by any Group Company Subsidiary infringesto any Person other than to Persons subject to a legally recognized duty of confidentiality or pursuant to a written agreement restricting the disclosure and use of such Trade Secrets or confidential information by such Person. Each Person who has participated in the authorship, misappropriates conception, creation, reduction to practice or otherwise violates, or has infringed, misappropriated or otherwise violated, development of any Intellectual Property Rights; for any Group Company has assigned (viipursuant to a present grant of assignment) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to a Group Company by a valid written assignment or by operation of law. To the Knowledge of the Company, no Person is in violation of any such confidentiality or Intellectual Property assignment agreement. (d) The transactions contemplated by this Agreement shall not impair any right, title or interest of any Group Company in or to any Intellectual Property, and immediately subsequent to the Company Closing, all the Intellectual Property used in, necessary for or a Company Subsidiarydeveloped for the operation of the business of the Group Companies (as presently conducted) will be owned by, licensed to or available for use by the applicable Group Companies on terms and conditions identical to those under which the applicable Group Companies owned, licensed or used the Intellectual Property immediately prior to the Company’s knowledge no such agreement has been breached Closing, without the payment of any additional amounts or violated; consideration. All Company Registered IP and (viii) other Owned Intellectual Property is, and, immediately following the Company Closing, will be, fully transferable, alienable and licensable by the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)applicable Group Companies.

Intellectual Property. Except to as otherwise disclosed in the extent it would not be reasonably expected to have a Material Adverse Effect: (i) Prospectus, the Company and each Company Subsidiary its subsidiaries own or have a valid license to use any and obtained licenses for all patents, patent applications, inventions, trademarks, trade names, service marks, logos, trade dress, designs, data, database rights, Internet domain names, rights of privacy, rights of publicity, copyrights, know works of authorship, license rights, trade secrets, know-how and proprietary information (including trade secrets unpatented and other unpatented and/or unpatentable proprietary or confidential information, processes inventions, systems or procedures), trademarks, service marks, trade names, domain names, software, data ) and other worldwide industrial property and intellectual property rights described in the Prospectus as being owned or similar proprietary licensed by them, as well as related rights, including such as moral rights and the right to ▇▇▇ for all past, present and future infringements or misappropriations of any of the foregoing, and all registrations and applications for registration thereof and of any and all goodwill associated therewith of the foregoing (collectively, “Intellectual Property RightsProperty”), ) necessary in each case, used in or reasonably necessary to all material respects for the conduct of their businesses business as currently conducted; (ii) presently conducted and as presently proposed to be conducted in the future as disclosed in the Prospectus, and such Intellectual Property Rights owned or purported has not been adjudged by a court of competent jurisdiction to be owned by invalid or unenforceable, in whole or in part. Neither the Company nor any of its subsidiaries has materially infringed, misappropriated, otherwise violated, or is currently materially infringing, misappropriating, or otherwise violating, and none of the Company or any Company Subsidiary (the “Company Owned of its subsidiaries has received any communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property Rights”), are solely and exclusively owned by the Company of any other person or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to entity. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, the except for (x) customary reversionary rights of third-party licensors with respect to Intellectual Property Rights that are disclosed in the Prospectus as licensed to the Company or its subsidiaries and (y) third parties who have been explicitly granted licenses by the Company; and (ii) there is no infringement by third parties of any Company Subsidiary, are valid, subsisting and enforceable, and there Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party others: (A) challenging the Company’s 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; (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 enforceability claim; or (C) asserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in 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 in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect. The Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. The product candidates described in the Prospectus as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company. To the Company’s knowledge, there is no patent or published patent application in the U.S. or other jurisdiction which contains claims that dominate or may dominate the Intellectual Property described in the Prospectus or that interferes with the issued or pending claims of any such Intellectual Property Rights (for the avoidance of doubt, the Company makes no such representation as to the intellectual property covering PD1/PD-L1 inhibitors described therein as owned or (B) alleging controlled by third parties). There is no prior art of which the Company is aware that would render any patent held by the Company invalid, except as would not, individually or in the aggregate, have a Material Adverse Change, and all prior art of which the Company is aware that may be material to the validity of a U.S. patent or to the patentability of a U.S. patent application has been disclosed to the U.S. Patent and Trademark Office, and all such prior art has been disclosed to the patent office of other jurisdictions where required. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. To the Company’s knowledge, the duties of candor and good faith 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 all such requirements in foreign offices having similar requirements applicable to the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to its subsidiaries have been complied with. To the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf 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 Company Subsidiary have executed an invention assignment agreement whereby restrictive covenant to or with a former employer where the basis of such employees or contractors presently assign all of their right, title and interest in and violation relates to such Intellectual Property Rights to the Company or a Company Subsidiary, and to employee’s employment with the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)secret.

Intellectual Property. Except as disclosed in the General Disclosure Package, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted except to the extent it that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not be reasonably expected to not, individually or in the aggregate, have a Material Adverse Effect: . Except as disclosed in the General Disclosure Package, (i) there are no rights of third parties to any such Intellectual Property owned by the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conductedits Subsidiaries; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the there is no infringement by third parties of any such Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) others challenging the validityCompany’s and its Subsidiaries’ rights in or to any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope or enforceability of any such Intellectual Property Rights Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (B) alleging claim by others that the Company and its Subsidiaries infringe or otherwise violate any Company Subsidiary has infringedpatent, misappropriated trademark, copyright, trade secret or violated any Intellectual Property Rights other proprietary rights of any third partyothers; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (vvi) to the Company’s knowledge, there is no third third-party is infringing, misappropriating U.S. patent or otherwise violating published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or has infringed, misappropriated patent application described in the Prospectus as being owned by or otherwise violated, any Company Owned Intellectual Property Rightslicensed to the Company; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; and (vii) all employees or contractors engaged in the development Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights has been licensed to the Company or a Company such Subsidiary, and to all such agreements are in full force and effect, except, in the Company’s knowledge no such agreement has been breached case of any of clauses (i)-(vii) above, as would not, individually or violated; and (viii) in the Company and the Company Subsidiaries useaggregate, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as result in a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except to as disclosed in the extent it would not be reasonably expected to have a Material Adverse Effect: (i) Registration Statement and the Prospectus, the Company and each Company Subsidiary own its subsidiaries own, possess, license or have a valid an exclusive option to license adequate rights to use any and all patents, inventionstrademarks, service marks, trade names, copyrights, know domain names, licenses, approvals, technology and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data ) and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, ) used in or reasonably necessary held to be used for the conduct of their businesses the Company’s business now conducted and as currently proposed in the Registration Statement and the Prospectus to be conducted; , except where the failure to own, possess or license such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus and to the Company’s knowledge: (i) neither the Company nor any of its subsidiaries has materially infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party, and neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement and the Prospectus will materially infringe or otherwise violate the Intellectual Property Rights of any third party and (ii) there are no rights of third parties to any of the Intellectual Property Rights owned by or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any of its subsidiaries. Except as would not, individually or in aggregate, if determined adversely to the Company Subsidiaryor any of its subsidiaries, are validreasonably be expected to have a Material Adverse Effect, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party (Ai) challenging the Company’s or any of its subsidiaries’ rights in or to any of the Company’s Intellectual Property Rights; (ii) alleging that the Company or any of its subsidiaries have infringed, misappropriated or otherwise violated any Intellectual Property Rights of any third party; or (iii) challenging the validity, scope or enforceability of any such Intellectual Property Rights owned or (B) alleging that exclusively licensed to the Company or any of its subsidiaries, and in the case of each of (i), (ii) and (iii), the Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights is unaware of any third party; (iv) neither the Company nor facts that would form a reasonable basis for any Company Subsidiary has received any written notice alleging any infringementsuch action, misappropriation suit, proceeding or other violation of Intellectual Property Rights; (v) to claim. To the Company’s knowledge, there is no third party is infringinginfringement, misappropriating misappropriation, breach or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, default by others of any Intellectual Property Rights; (vii) all employees Rights owned by or contractors engaged in the development of Intellectual Property Rights on behalf of exclusively licensed to the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign of its subsidiaries, and all of their right, title and interest in and to such Intellectual Property Rights owned by or licensed to the Company or any of its subsidiaries are valid and enforceable, except as would not reasonably be expected, individually or in aggregate, to have a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Material Adverse Effect. The Company and the Company Subsidiaries use, and its subsidiaries have used, commercially at all times taken reasonable efforts steps in accordance with normal industry practice to appropriately maintain the confidentiality of all information intended Intellectual Property Rights, the value of which to the Company and to its subsidiaries is contingent upon maintaining the confidentiality thereof. All founders, current and former employees and consultants involved in the development of the Intellectual Property Rights for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company or any of its subsidiaries pursuant to which the Company or any of its subsidiaries either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property Rights, or (ii) 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 maintained as a trade secret (including proprietary confidential software source code)conducted.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (ia) the Company Acquiror and each Company Subsidiary own its subsidiaries either own, or have a valid license to use any and with respect to, all patents, inventions, copyrights, know how (including trademarks, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property used in, by or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the operation or conduct of their respective businesses as presently conducted (such intellectual property and the rights thereto are collectively referred to herein as the "ACQUIROR IP RIGHTS"). (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any patent, copyright, trademark, trade secret or other intellectual property rights licensed by or to, Acquiror, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Acquiror IP Rights or materially impair the right of Acquiror, the Surviving Corporation or Target in or to use, sell, enforce, license or otherwise exploit any Acquiror IP Rights or portion thereof. (c) Neither the operation of Acquiror's nor any of its subsidiaries' respective business nor the manufacture, marketing, license, sale or intended use of any product, service or technology currently conducted; licensed, manufactured, created, distributed, authored, used, sold or under development by Acquiror or any of its subsidiaries (i) violates in any material respect any license or agreement between Acquiror or any of its subsidiaries and any third party or (ii) the Intellectual Property Rights owned or purported to be owned by the Company or infringes any Company Subsidiary (the “Company Owned Intellectual Property Rights”)patent, are solely and exclusively owned by the Company or the Company Subsidiariescopyright, in each case free and clear of all lienstrademark, defects or similar encumbrances trade secret or other restrictions, intellectual property right of any other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, party; and there is no pending or, to the Company’s knowledgeknowledge of Acquiror, threatened action, suit, proceeding claim or claim by a third party (A) challenging litigation contesting the validity, scope ownership or enforceability right to use, sell, enforce, license or dispose of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary Acquiror IP Rights, nor has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has Acquiror received any written notice alleging asserting that any infringementAcquiror IP Rights or the proposed use, misappropriation sale, license or disposition thereof conflicts or will conflict with the rights of any other violation of Intellectual Property Rights; party, except, with respect to clauses (vi) and (ii), for violation, infringements, claims or litigation that would not have a Material Adverse Effect on Acquiror. (d) Acquiror has taken reasonable and practicable steps designed to safeguard and maintain the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title secrecy and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiaryconfidentiality of, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries useits proprietary rights in, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Acquiror IP Rights.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary the Subsidiaries own or have a valid license possess adequate enforceable rights to use any and all patents, inventionspatent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, copyrights, know licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith ) (collectively, the “Intellectual Property RightsProperty”), in each case, used in or reasonably necessary to for the conduct of their respective businesses as currently conducted; (ii) conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect; the Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict with asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or any Subsidiary’s patents, patent applications or proprietary information; no other entity or individual has any right or claim in any patents, patent applications or any patent to be issued therefrom that are owned or purported to be owned by the Company or any of its Subsidiaries by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary (the “Company Owned Intellectual Property Rights”)or by any non-contractual obligation, are solely and exclusively owned other than by written licenses granted by the Company or any Subsidiary, except as would not, individually or in the aggregate, have a Material Adverse Effect; the Company Subsidiaries, in each case free and clear the Subsidiaries have not received any written notice of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in any claim challenging the ordinary course rights of business, (iii) the Company Owned or its Subsidiaries in or to any Intellectual Property Rights andowned, to the Company’s knowledge, the Intellectual Property Rights licensed to or optioned by the Company or any Company SubsidiarySubsidiary which claim, are valid, subsisting and enforceable, and there is no pending or, to if the Company’s knowledge, threatened action, suit, proceeding or claim by subject of an unfavorable decision would result in a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except as set forth in Schedule 3.14, each Group Member owns or has a valid and continuing right to use all Intellectual Property that is necessary for the extent it would not operations of its businesses as currently conducted free and clear of all Liens (except Permitted Liens), other than where a failure to own or license any Intellectual Property could not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect: (i) . All necessary registration, maintenance, renewal and other relevant filing fees in connection with any of the Company and each Company Subsidiary own Intellectual Property that is the subject of a registration or an application for registration have a valid license to use any been timely paid, and all patentsnecessary documents, inventions, copyrights, know how (including trade secrets certificates and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, filings in connection with the Intellectual Property have been timely filed with the relevant Governmental Authority and internet domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any name registrar(s) for the purpose of maintaining such Intellectual Property and all registrations and applications for registration thereof therefor. The conduct and operations of the businesses of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair in any and all goodwill associated therewith (collectively, “material respect any Intellectual Property Rights”)owned by any other Person, other than as could not reasonably be expected to have a Material Adverse Effect. No other Person has contested any right, title or interest of any Group Member in, or relating to, or the validity of, any material Intellectual Property, and no allegations have been made of any infringement, misappropriation or violation by any Group Member, and no Person is infringing, misappropriating or violating any material Intellectual Property owned or exclusively licensed by any Group Member, and no Group Member has made or threatened to make any claim relating to the foregoing, other than, in each case, used in or as could not reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiariesexpected, in each case free the aggregate, to have a Material Adverse Effect. No holding, injunction, decision or judgment has been rendered by any Governmental Authority, and clear of all liens, defects or similar encumbrances no Group Member has entered into any settlement stipulation or other restrictions, other than non-exclusive licenses granted agreement (except license agreements in the ordinary course of business) which would limit, (iii) cancel, or question the Company Owned validity of the Group Member’s rights in any Intellectual Property. Each Group Member has taken all actions that in the exercise of their reasonable business judgment should be taken to protect their Intellectual Property, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. All material Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company owned or any Company Subsidiary, are valid, subsisting purportedly owned by a Group Member is valid and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).

Intellectual Property. The Company and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any material Liens), all Intellectual Property necessary for the conduct of its business as currently conducted. Except to the extent it as would not reasonably be reasonably expected expected, either individually or in the aggregate, to have a Material Adverse Effect: Effect on the Company, (a) (i) the use of any Intellectual Property by the Company and each Company Subsidiary own its Subsidiaries does not infringe, misappropriate or have a valid otherwise violate the rights of any person and is in accordance with any applicable license pursuant to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by which the Company or any Company Subsidiary acquired the right to use any Intellectual Property, and (ii) no person has asserted in writing to the “Company Owned that the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property Rights”)rights of such person, are solely and exclusively (b) no person is challenging or, to the knowledge of the Company, infringing on or otherwise violating, any right of the Company or any of its Subsidiaries with respect to any Intellectual Property owned by the Company or the Company its Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (ivc) neither the Company nor any Company Subsidiary has received any written notice alleging of any infringement, misappropriation or other violation of Intellectual Property Rights; (v) pending claim with respect to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of owned by the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by the Company Subsidiaries useand its Subsidiaries. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and have usedapplications in any jurisdiction to register, commercially reasonable efforts to appropriately maintain the confidentiality foregoing, including any extension, modification or renewal of all information intended to be maintained as a trade secret any such registration or application; patents, applications for patents (including proprietary confidential software source codedivisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; trade secrets; and copyrights registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary own of its Subsidiaries owns, or have a valid license is licensed to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, free and clear of any Liens), all Intellectual Property used in or reasonably necessary to for the conduct of their businesses its business as currently conducted; (ii) the . The use of any Intellectual Property Rights owned by the Company and its Subsidiaries does not, to the knowledge of the Company, infringe on or purported otherwise violate the rights of any person and is in accordance with any applicable license pursuant to be owned by which the Company or any Company Subsidiary (acquired the “Company Owned right to use any Intellectual Property Rights”)Property. No person is challenging, are solely and exclusively owned by infringing on or otherwise violating any right of the Company or the Company Subsidiaries, in each case free and clear any of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned its Subsidiaries with respect to any Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights owned by and/or licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither its Subsidiaries. Neither the Company nor any Company Subsidiary has received any written notice alleging of any infringement, misappropriation or other violation of Intellectual Property Rights; (v) pending claim with respect to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of used by the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such no Intellectual Property Rights to owned and/or licensed by the Company or any Company Subsidiary is being used or enforced in a Company Subsidiarymanner that would be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the Company’s knowledge no foregoing, including any extension, modification or renewal of any such agreement has been breached registration or violatedapplication; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other works, whether copyrightable or not, in any jurisdiction; and (viii) the Company and the Company Subsidiaries useregistrations or applications for registration of copyrights in any jurisdiction, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including any renewals or extensions thereof; and any similar intellectual property or proprietary confidential software source code)rights.

Intellectual Property. Except to as disclosed in or specifically contemplated by the extent it would not be reasonably expected to have a Material Adverse Effect: Private Placement Memorandum, (i) the Company and each Company its Subsidiary own or have a obtained valid license to use any and all enforceable licenses or options for the inventions, patent applications, patents, inventionstrademarks (both registered and unregistered), copyrightstradenames, know how (including copyrights and trade secrets necessary for the conduct of the Company's and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data its Subsidiary's respective businesses as currently conducted and other worldwide intellectual property or similar proprietary rights, including any as the Private Placement Memorandum indicates the Company and all registrations and applications for registration thereof and any and all goodwill associated therewith its Subsidiary contemplate conducting (collectively, “the "Intellectual Property"); and (ii) to the Company's knowledge (for each of the following subsections (a) through (e)): (a) there are no third parties who have any ownership rights to any Intellectual Property Rights”)that is owned by, or has been licensed to, the Company or its Subsidiary for the product indications described in each case, used in the Private Placement Memorandum that would preclude the Company or reasonably necessary to the conduct of its Subsidiary from conducting their respective businesses as currently conducted; (ii) conducted and as the Private Placement Memorandum indicates the Company and its Subsidiary contemplate conducting, except for the ownership rights of the owners of the Intellectual Property Rights owned licensed or purported to be owned optioned by the Company or its Subsidiary; (b) there are currently no sales of any Company Subsidiary (the “Company Owned products that would constitute an infringement by third parties of any Intellectual Property Rights”)owned, are solely and exclusively owned licensed or optioned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, its Subsidiary; (iiic) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by a third party (A) others challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf rights of the Company or its Subsidiary in or to any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to owned, licensed or optioned by the Company or a Company its Subsidiary, and to other than non-material claims; (d) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property owned, licensed or optioned by the Company’s knowledge no such agreement has been breached or violated, other than non-material claims; and (viiie) there is no pending or threatened action, suit, proceeding or claim by others that the Company and the Company Subsidiaries useinfringes or otherwise violates any patent, and have usedtrademark, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a copyright, trade secret (including or other proprietary confidential software source code)right of others, other than non-material claims.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company It and each Company Subsidiary own its Subsidiaries own, or have a valid license are licensed or otherwise possess sufficient legally enforceable rights to use any and use, all patents, inventions, copyrights, know how Intellectual Property (including trade secrets the Technology Systems) that is used by it and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), its Subsidiaries in each case, used in or reasonably necessary to the conduct of their respective businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or . Neither it nor any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party its Subsidiaries has (A) challenging the validity, scope or enforceability of licensed any such Intellectual Property Rights owned by it or its Subsidiaries in source code form to any Person or (B) alleging that the Company or entered into any Company Subsidiary has infringed, misappropriated or violated any exclusive agreements relating to Intellectual Property Rights owned by it or its Subsidiaries. (ii) It and its Subsidiaries have not infringed or otherwise violated the Intellectual Property rights of any third party; (iv) neither Person since January 1, 2003. There is no claim asserted, or to its knowledge threatened, against it and its Subsidiaries or any indemnitee thereof concerning the Company nor any Company Subsidiary has received any written notice alleging any ownership, validity, registerability, enforceability, infringement, misappropriation use or other violation of licensed right to use any Intellectual Property Rights; Property. (viii) to the Company’s knowledge, no No third party is infringing, misappropriating or otherwise violating or Person has infringed, misappropriated or otherwise violated, any Company Owned violated it or its Subsidiaries’ Intellectual Property Rightsrights since January 1, 2003. There are no claims asserted or threatened by it or its Subsidiaries, or decided by them to be asserted or threatened, that (A) a third Person infringed or otherwise violated any of their Intellectual Property rights; or (viB) neither the Company nor any Company Subsidiary a third Person’s owned or claimed Intellectual Property interferes with, infringes, misappropriates dilutes or otherwise violates, or has infringed, misappropriated or otherwise violated, ▇▇▇▇▇ any of their Intellectual Property Rights; rights. (viiiv) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary It and its Subsidiaries have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and taken reasonable measures to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain protect the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Trade Secrets that are owned, used or held by them.

Intellectual Property. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service m▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent it that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not be reasonably expected to not, individually or in the aggregate, have a Material Adverse Effect: . Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conductedits Subsidiaries; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the there is no infringement by third parties of any such Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) others challenging the validityCompany’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope or enforceability of any such Intellectual Property Rights Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (B) alleging claim by others that the Company and its Subsidiaries infringe or otherwise violate any Company Subsidiary has infringedpatent, misappropriated trademark, copyright, trade secret or violated any Intellectual Property Rights other proprietary rights of any third partyothers; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (vvi) to the Company’s knowledge, there is no third third-party is infringingU.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement, misappropriating the Time of Sale Prospectus and the Prospectus as being owned by or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rightslicensed to the Company; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; and (vii) all employees or contractors engaged in the development Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights has been licensed to the Company or a Company such Subsidiary, and to all such agreements are in full force and effect, except, in the Company’s knowledge no case of any of clauses (i)-(vii) above, for any such agreement has been breached infringement by third parties or violated; and (viii) any such pending or threatened suit, action, proceeding or claim as would not, individually or in the Company and the Company Subsidiaries useaggregate, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as result in a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except as set forth in Section 4.01(n) of the Echo Disclosure Schedules and for rights and licenses contemplated to be provided to the extent it Company pursuant to the Intellectual Property Licensing Agreement and Transition Services Agreements and as would not reasonably be reasonably expected to have a Material Adverse Effect: be, individually or in the aggregate, material to the Echo Business, (i) the Company Echo Holdco and each Company Subsidiary own of its Subsidiaries owns, or have has a valid and enforceable license to use any and use, all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned necessary to, or purported to be owned by used or held for use in, the conduct of the Echo Business as currently conducted, (ii) Echo Holdco and its Subsidiaries (and after the Echo Contributions and Transfers, the Company or any Company Subsidiary (will be) are the “Company sole and exclusive owners of all Echo Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign hold all of their right, title and interest in and to all Echo Owned Intellectual Property and Echo Licensed Intellectual Property, free and clear of all Liens, and, to the knowledge of the Echo Parties, all such Echo Owned Intellectual Property and Echo Licensed Intellectual Property are valid, subsisting and enforceable, (iii) to the knowledge of the Echo Parties, the conduct of the Echo Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any Person, (iv) to the Company knowledge of the Echo Parties, no Person has challenged, infringed, misappropriated or a Company Subsidiaryotherwise violated any of the Echo Owned Intellectual Property within the three years preceding the date hereof, and (v) neither Echo Holdco nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending claim, action, suit, order or proceeding with respect to the Company’s knowledge no such agreement has been breached any Echo Owned Intellectual Property and/or Echo Licensed Intellectual Property or violated; and alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by Echo Business infringes, misappropriates or otherwise violates any Intellectual Property Rights of any Person, (viiivi) the Company consummation of the transaction contemplated by this Agreement will not (x) alter, encumber, impair or extinguish any Echo Owned Intellectual Property and/or Echo Licensed Intellectual Property and will not result in the breach of, or create on behalf of any third party, the right to terminate or modify any rights in or to such owned and licensed Intellectual Property Rights or (y) impair the Company Subsidiaries to develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Echo Owned Intellectual Property and/or Echo Licensed Intellectual Property, (vii) Echo Holdco and its Subsidiaries have used, commercially taken reasonable efforts steps in accordance with normal industry practice to appropriately maintain the confidentiality of all information intended Trade Secrets owned, used or held for use by Echo Holdco or any of its Subsidiaries and, to be maintained the knowledge of the Echo Parties, no such Trade Secrets have been disclosed other than to employees, representatives and agents of Echo Holdco or any of its Subsidiaries all whom are bound by written confidentiality agreements, (viii) the IT Assets of Echo Holdco and its Subsidiaries operate and perform in a manner that permits Echo Holdco to conduct Echo Business as a trade secret currently conducted and to the knowledge of the Echo Parties, no Person has gained unauthorized access to such IT Assets and no Personal Information used in the Core MTS Business has been lost, inappropriately accessed, misappropriated or misused and (including proprietary confidential software source code)ix) Echo Holdco and its Subsidiaries have implemented reasonable backup and disaster recovery technology consistent with industry practices.

Intellectual Property. (a) Except to as would not, individually or in the extent it would not aggregate, have had or reasonably be reasonably expected to have a Company Material Adverse Effect: (i) , either the Company and each or a Company Subsidiary own owns, or have a valid license is licensed to use use, subject to any existing licenses or other grants to third parties, all Intellectual Property used in and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications necessary for registration thereof and any and all goodwill associated therewith the conduct of their respective businesses as currently conducted (collectively, the “Company Intellectual Property Rights”), free and clear of any Liens (other than Permitted Liens). (b) Except as set forth in each caseSection 2.15 of the Company Disclosure Schedule or as would not, used individually or in the aggregate, have had or reasonably necessary be expected to have a Company Material Adverse Effect, (i) there are no pending, or to the conduct knowledge of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company threatened, (A) claims by any Person, alleging infringement, misappropriation, violation or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned dilution by the Company or the Company SubsidiariesSubsidiaries of any Intellectual Property of a third party or challenging the validity, in each case free enforceability, scope, ownership or use of any of the Company Intellectual Property Rights and clear (B) claims by the Company or its Subsidiaries alleging infringement, misappropriation, violation or dilution by a third party of all liensany Company Intellectual Property Rights; (ii) no Company Intellectual Property Right will terminate or cease to be a valid right of the Company or the Company Subsidiaries by reason of the execution and delivery of this Agreement by the Company, defects the performance of the Company of its obligations hereunder, or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course consummation by the Company of business, the Transactions; and (iii) the Company Owned has not granted any license, sublicenses or any other rights in, to or under the Company Intellectual Property Rights andRights. As used in this Agreement, to “Intellectual Property” means any or all of the Company’s knowledgefollowing and all rights in: (i) all United States, the Intellectual Property Rights licensed to the Company international and foreign patents and applications therefor and all reissues, divisions, divisionals, renewals, reexaminations, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all inventions (whether or any Company Subsidiarynot patentable), are validinvention disclosures, subsisting trade secrets, know how, business methods, technical data and enforceablecustomer lists, and there is no pending orother tangible or intangible proprietary information; (iii) all software, to the Company’s knowledgecomputer programs, threatened actionoperating systems, suitapplications, proceeding or claim by a third party mobile applications, interfaces, firmware and modules (A) challenging the validityin both source code and object code form), scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringedand all data and databases and related documentation, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither all works of authorship, copyrights, mask works and database compilations, copyright registrations and applications therefor throughout the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rightsworld; (v) to all industrial designs and any registrations and applications therefor throughout the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rightsworld; (vi) neither all trade names, logos, slogans, trade dress, corporate names and other indicia of source, common law trademarks and service marks, trademark and service ▇▇▇▇ registrations and applications therefor throughout the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rightsworld and all goodwill associated therewith; (vii) all employees or contractors engaged in moral and economic rights of authors and inventors, however denominated, throughout the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights world (to the Company extent such rights may be transferred or a Company Subsidiarywaived under applicable Law); (viii) all web addresses, sites and to the Company’s knowledge no such agreement has been breached or violateddomain names and numbers and any registrations therefor; and (viiiix) all copies and tangible embodiments or descriptions of any of the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret foregoing (including proprietary confidential software source codein whatever form or medium).

Intellectual Property. Except (a) The Company and/or its subsidiaries owns or possesses, free and clear of all encumbrances, all legal rights to the extent it would not be reasonably expected to have a Material Adverse Effect: all intellectual property and industrial property rights and rights in confidential information, including all (i) the Company and each Company Subsidiary own or have a valid license to use any patents, patent applications, invention disclosures, and all patentsrelated continuations, inventionscontinuations-in-part, copyrightsdivisional, know how reissues, re-examinations, substitutions and extensions thereof, (including trade secrets and other unpatented and/or unpatentable proprietary or confidential informationii) trademarks, processes or procedures), trademarkstrademark rights, service marks, service ▇▇▇▇ rights, corporate names, trade names, trade name rights, domain names, softwarelogos, data slogans, trade dress, design rights, and other worldwide intellectual property similar designations of source or origin, together with the goodwill symbolized by and of the foregoing, (iii) trade secrets and all other confidential information, ideas, know-how, inventions, proprietary processes, formulae, models, and other methodologies, (iv) copyrights, (v) computer programs (whether in object code, subject code or other form), algorithms, databases, compilations and data, technology supporting the foregoing, and all related documentation, (vi) licenses to any of the foregoing, and (vii) all applications and registrations of the foregoing, and (viii) all other similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith rights (collectively, “Intellectual Property RightsProperty”)) used or held for use in, in each case, used in or reasonably necessary to for the conduct of their businesses as currently now conducted and as proposed to be conducted; , and neither the Company nor any of its subsidiaries (i) has received any communications alleging that either the Company or any of its subsidiaries has violated, infringed or misappropriated or, by conducting their businesses as now conducted and as proposed to be conducted, would violate, infringe or misappropriate any of the Intellectual Property of any other Person, (ii) knows of any basis for any claim that the Company or any of its subsidiaries has violated, infringed or misappropriated, or, by conducting their businesses as now conducted and as proposed to be conducted, would violate, infringe or misappropriate any of the Intellectual Property Rights of any other Person, and (iii) knows of any third-party infringement, misappropriation or violation of any Company or any Company subsidiary's Intellectual Property. The Company has taken and takes reasonable security measures to protect the secrecy, confidentiality and value of its Intellectual Property, including requiring all Persons with access thereto to enter into appropriate non-disclosure agreements. To the knowledge of the Company, there has not been any disclosure of any material trade secret of the Company or a Company subsidiary (including any such information of any other Person disclosed in confidence to the Company) to any other Person in a manner that has resulted or is likely to result in the loss of trade secret in and to such information. Except as Previously Disclosed, and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no outstanding options, licenses or agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company's or its subsidiaries' Intellectual Property, nor is the Company or its subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other Person. (b) To the Company's knowledge, none of the employees of the Company or its subsidiaries are obligated under any contract (including, without limitation, licenses, covenants or commitments of any nature or contracts entered into with prior employers), 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 Company or its subsidiaries or would conflict with their businesses as now conducted and as proposed to be conducted. Neither the execution nor delivery of the Transaction Agreements 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 the Company or its subsidiaries or any of the employees of the Company or its subsidiaries is now obligated, and neither the Company nor its subsidiaries will need to use any inventions that any of its employees, or Persons it currently intends to employ, have made prior to their employment with the Company or its subsidiaries, except for inventions that have been assigned or licensed to the Company or its subsidiaries as of the date hereof. Each current and former employee or contractor of the Company or its subsidiaries that has developed any Intellectual Property owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely its subsidiaries has executed and exclusively owned by delivered to the Company or the Company Subsidiaries, in each case free a valid and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, enforceable Invention Assignment and Confidentiality Agreement that (iiii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed assigns to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) subsidiaries all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such any Intellectual Property Rights rights arising from or developed or delivered to the Company or a such subsidiaries in connection with such Person's work for or on behalf of the Company Subsidiaryor such subsidiaries, and (ii) provides reasonable protection for the trade secrets, know-how and other confidential information (1) of the Company or such subsidiaries and (2) of any third party that has disclosed same to the Company or such subsidiaries. To the knowledge of the Company’s , no current or former employee, officer, consultant or contractor is in default or breach of any term of any employment, consulting or contractor agreement, non-disclosure agreement, assignment agreement, or similar agreement. Except as Previously Disclosed, to the knowledge of the Company, no such agreement has been breached present or violated; and (viii) former employee, officer, consultant or contractor of the Company and has any ownership, license or other right, title or interest, directly or indirectly, in whole or in part, in any Intellectual Property that is owned or purported to be owned, in whole or part, by the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)or its subsidiaries.

Intellectual Property. Except (a) BIZ and BCP own or have acquired (by license or otherwise) all material Intellectual Property Rights (as defined below), including rights to make, use and sell goods and services, as necessary or required for the extent it conduct of their respective businesses as presently conducted (such Intellectual Property Rights being referred to as the "BIZ IP Rights"), and these rights are reasonably sufficient for the conduct of its business; (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any BIZ IP Rights ("BIZ IP Rights Agreements"), will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any BIZ IP Right or materially impair the right of BIZ or Litronic to use, sell or license any BIZ IP Right or portion thereof (except where the breach, forfeiture or termination would not be reasonably expected to have a Material Adverse Effect: Effect on BIZ); (ic) Neither the Company and each Company Subsidiary own manufacture, marketing, license, sale or have a valid intended use of any product currently licensed or sold by BIZ or BCP or currently under development by BIZ or BCP violates any license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes agreement between BIZ or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof BCP and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights andthird party or, to the Company’s knowledgeknowledge of BIZ, the infringes any Intellectual Property Rights licensed to the Company or Right of any Company Subsidiary, are valid, subsisting and enforceable, other party; and there is no pending or, to the Company’s knowledgeknowledge of BIZ, threatened action, suit, proceeding claim or claim by a third party (A) challenging litigation contesting the validity, scope ownership or enforceability right to use, sell, license or dispose of any such Intellectual Property Rights or (B) alleging that BIZ IP Right nor, to the Company or knowledge of BIZ, is there any Company Subsidiary basis for any claim, nor has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has BIZ received any written notice alleging asserting that any infringementBIZ IP Right or the proposed use, misappropriation sale, license or disposition thereof conflicts or will conflict with the rights of any other violation party, nor, to the actual knowledge of BIZ, is there any basis for any assertion; and (d) BIZ and BCP have taken reasonable and practicable steps designed to safeguard and maintain their proprietary rights in all material BIZ IP Rights. All officers, employees and consultants of BIZ and BCP have executed and delivered to BIZ an agreement regarding the protection of proprietary information and the assignment to BIZ of all Intellectual Property Rights; (v) to Rights arising from the Company’s knowledgeservices performed for BIZ or BCP by those persons. To the knowledge of BIZ, no third party is infringingcurrent or prior officer, misappropriating employee or otherwise violating consultant of BIZ or has infringed, misappropriated or otherwise violated, BCP claims an ownership interest in any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged BIZ IP Rights as a result of having been involved in the development of Intellectual Property Rights on behalf of the Company that property while employed by or any Company Subsidiary have executed an invention assignment agreement whereby such employees consulting to BIZ or contractors presently assign all of their rightBCP, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)otherwise.

Intellectual Property. Except to as set forth in the extent it would not be reasonably expected to have a Material Adverse Effect: (i) SEC Reports, the Company and each Company Subsidiary own of its Subsidiaries owns or have a valid license has adequate rights to use any and all trademarks, trade names, domain names, patents, inventionspatent rights, mask works, copyrights, know technology, know-how (including trade secrets and other unpatented and/or or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data dress rights and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and for any and all goodwill associated therewith of the foregoing that are, in each case, material to the Company (collectively, “Intellectual Property RightsProperty”)) and has such other rights, licenses, approvals and governmental authorizations, in each case, used in or reasonably necessary sufficient to the conduct of their businesses its business as currently conducted; (ii) the Intellectual Property Rights owned or purported now conducted and as now proposed to be owned by the Company conducted in all material respects without any known violation or conflict with any Company Subsidiary (the “Company Owned third party Intellectual Property Rights”)Property, are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s and its Subsidiaries’ knowledge, the there are no rights of third parties to any such Intellectual Property Rights owned by the Company and its Subsidiaries and none of the foregoing Intellectual Property rights owned or, licensed to by the Company or any of its Subsidiaries is invalid or unenforceable, (ii) the Company Subsidiary, are valid, subsisting and enforceablehas no knowledge of any infringement by it or any of its Subsidiaries of Intellectual Property rights of others, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any Intellectual Property rights of others, where such infringement or violation would have a third Material Adverse Effect, (iii) the Company is not aware of any material infringement, misappropriation or violation by others of, or conflict by others with rights of the Company or any of its Subsidiaries with respect to, any Intellectual Property, (iv) there is no suit, proceeding or claim being made against the Company or any of its Subsidiaries or, to the knowledge of the Company and its Subsidiaries, any employee of the Company or any of its Subsidiaries, regarding Intellectual Property, challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property or alleging other infringement that would have a Material Adverse Effect and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, (v) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application that contains claims for which an “interference proceeding” (Aas defined in 35 U.S.C. § 135) has been commenced against any material patent or patent application described in the Prospectus as being owned by or licensed to the Company and (vi) the Company and its Subsidiaries have not received any notice of infringement with respect to any patent or any notice challenging the validity, scope or enforceability of any such Intellectual Property Rights owned by or (B) alleging that licensed to the Company or any Company Subsidiary has infringedof its Subsidiaries, misappropriated in each case the loss of which patent or violated any Intellectual Property Rights (or loss of any third party; (ivrights thereto) neither the would have a Material Adverse Effect. The Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) and its Subsidiaries have taken all reasonable steps necessary to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged secure their interests in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiaryfrom their employees and contractors (including, but not limited to, assignments of such Intellectual Property from such employees and contractors) and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain protect the confidentiality of all of their confidential information intended and trade secrets and that of third parties in their possession to be maintained as a trade secret (including proprietary confidential software source code)the extent contractually required to do so.

Intellectual Property. Except to the extent it as has not had and would not reasonably be reasonably expected to have have, individually or in the aggregate, a Material Adverse EffectEffect on the Company, and except as identified in Section 5.18 of the Company Disclosure Schedule: (i) the Company and each Company Subsidiary own of its Subsidiaries owns, or have a valid license is licensed to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, free and clear of any Liens), all Intellectual Property used in or reasonably necessary to for the conduct of their businesses its business as currently conducted; (ii) neither the Company nor its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property Rights owned or purported to be owned by the Company or rights of any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, Person; (iii) to the Company Owned knowledge of the Company, no Person has challenged, infringed, misappropriated or otherwise violated any Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights right owned by and/or licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third partyits Subsidiaries; (iv) neither the Company nor any Company Subsidiary of its Subsidiaries has received any written notice alleging or otherwise has knowledge of any infringementpending claim, misappropriation action, suit, order or other violation of proceeding with respect to any Intellectual Property Rightsowned by the Company or any of its Subsidiaries or alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property rights of any Person; (v) the consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Intellectual Property right of the Company or any of its Subsidiaries or impair the right of Parent to develop, use, sell, license or dispose of, or to bring any action for the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violatedinfringement of, any Company Owned Intellectual Property Rightsright of the Company or any of its Subsidiaries; (vi) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets owned, used or held for use by the Company or any of its Subsidiaries and no such Trade Secrets have been disclosed other than to employees, representatives and agents of the Company or any of its Subsidiaries all of whom are bound by written confidentiality agreements; and (vii) neither the Company nor any Company Subsidiary infringesof its Subsidiaries has granted any exclusive licenses or other rights, misappropriates of any kind or otherwise violatesnature, in or has infringed, misappropriated or otherwise violated, to any of the Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of owned by the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its Subsidiaries to any third party and no third party has granted any licenses or contractors presently assign all other rights, of their rightany kind or nature, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company any of its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)for any material Intellectual Property.

Intellectual Property. Except for rights and licenses contemplated to be provided to the extent it Company pursuant to the Intellectual Property Licensing Agreement and the Transition Services Agreements and as would not reasonably be reasonably expected to have a Material Adverse Effect: be, individually or in the aggregate, material to the Core MTS Business, (i) the Company MCK and each Company Subsidiary own of its Subsidiaries owns, or have has a valid and enforceable license to use any and use, all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned necessary to, or purported to be owned by used or held for use in, the conduct of the Core MTS Business as currently conducted, (ii) MCK and its Subsidiaries are (and after the MCK Contributions, the Company or any Company Subsidiary (will be) the “Company sole and exclusive owners of all MCK Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign hold all of their right, title and interest in and to all MCK Owned Intellectual Property and MCK Licensed Intellectual Property, free and clear of all Liens, and, to the knowledge of MCK, all such MCK Owned Intellectual Property and MCK Licensed Intellectual Property are valid, subsisting and enforceable, (iii) to the knowledge of MCK, the conduct of the Core MTS Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any Person, (iv) to the Company knowledge of MCK, no Person has challenged, infringed, misappropriated or a Company Subsidiaryotherwise violated any of the MCK Owned Intellectual Property within the three years preceding the date hereof, and (v) neither MCK nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending claim, action, suit, order or proceeding with respect to the Company’s knowledge no such agreement has been breached any MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property or violated; and alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by Core MTS Business infringes, misappropriates or otherwise violates any Intellectual Property Rights of any Person, (viiivi) the Company consummation of the transaction contemplated by this Agreement will not (x) alter, encumber, impair or extinguish any MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property and will not result in the breach of, or create on behalf of any third party, the right to terminate or modify any rights in or to such owned and licensed Intellectual Property Rights or (y) impair the Company Subsidiaries to develop, use, sell, license or dispose of, or to bring any action for the infringement of, any MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, (vii) MCK and its Subsidiaries have used, commercially taken reasonable efforts steps in accordance with normal industry practice to appropriately maintain the confidentiality of all information intended Trade Secrets owned, used or held for use by MCK or any of its Subsidiaries and, to the knowledge of MCK, no such Trade Secrets have been disclosed other than to employees, representatives and agents of MCK or any of its Subsidiaries all whom are bound by written confidentiality agreements, (viii) the IT Assets operate and perform in a manner that permits MCK to conduct Core MTS Business as currently conducted and to the knowledge of MCK, no Person has gained unauthorized access to the IT Assets and no Personal Information used in the Core MTS Business has been lost, inappropriately accessed, misappropriated or misused and (ix) MCK and its Subsidiaries have implemented reasonable backup and disaster recovery technology consistent with industry practices in connection with the Core MTS Business. Section 4.02(m) of the MCK Disclosure Schedule sets forth a list of all Intellectual Property Rights or IT Assets used by the Core MTS Business that, as of the date hereof, are owned, licensable or licensed by MCK and its Affiliates which are not commercially available to the Company for a replacement cost of less than $1,000,000.00 in the aggregate (other than rights and licenses contemplated to be maintained as a trade secret (including proprietary confidential software source codeprovided to the Company pursuant to the Intellectual Property Licensing Agreement or pursuant to the MCK Contributions).

Intellectual Property. Except to the extent it as has not had and would not reasonably be reasonably expected to have have, individually or in the aggregate, a Material Adverse EffectEffect on the Company, and except as identified in Section 5.17 of the Company Disclosure Schedule: (i) the Company and each Company Subsidiary own of its Subsidiaries owns, or have a valid license is licensed to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, free and clear of any Liens), all Intellectual Property used in or reasonably necessary to for the conduct of their businesses its business as currently conducted; (ii) neither the Company nor its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property Rights owned or purported to be owned by the Company or rights of any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, Person; (iii) to the Company Owned Knowledge of the Company, no Person has challenged, infringed, misappropriated or otherwise violated any Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights right owned by and/or licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third partyits Subsidiaries; (iv) neither the Company nor any Company Subsidiary of its Subsidiaries has received any written notice alleging or otherwise has Knowledge of any infringementpending claim, misappropriation action, suit, order or other violation of proceeding with respect to any Intellectual Property Rightsowned by the Company or any of its Subsidiaries or alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property rights of any Person; (v) the consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Intellectual Property right of the Company or any of its Subsidiaries or impair the right of Parent to develop, use, sell, license or dispose of, or to bring any action for the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violatedinfringement of, any Company Owned Intellectual Property Rightsright of the Company or any of its Subsidiaries; (vi) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets owned, used or held for use by the Company or any of its Subsidiaries and no such Trade Secrets have been disclosed other than to employees, representatives and agents of the Company or any of its Subsidiaries all of whom are bound by written confidentiality agreements; and (vii) neither the Company nor any Company Subsidiary infringesof its Subsidiaries has granted any exclusive licenses or other rights, misappropriates of any kind or otherwise violatesnature, in or has infringed, misappropriated or otherwise violated, to any of the Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of owned by the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its Subsidiaries to any third party and no third party has granted any licenses or contractors presently assign all other rights, of their rightany kind or nature, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company any of its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)for any material Intellectual Property.

Intellectual Property. Except (a) Section 2.16(a) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement, of all of the following Intellectual Property that is owned or purported to be owned by or exclusively licensed to the extent it would not be reasonably expected to have a Material Adverse EffectCompany and its Subsidiaries: (i) Patents related to the Compounds or that are otherwise material, (ii) registered Trademarks and pending applications for registration of Trademarks, (iii) Internet domain names, (iv) registered Copyrights and pending applications for registration of Copyrights (the Intellectual Property referred to in clauses (i) through (iv), collectively, the “Company Registered Intellectual Property”), and (v) material unregistered Trademarks (for which there are no pending applications). To the Knowledge of the Company, all of the material Company Registered Intellectual Property is subsisting and in full force and effect and, other than any pending applications therefor, valid and enforceable, and all necessary registration, maintenance, renewal, and other relevant filing fees due through the date of this Agreement have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent, Trademark, Copyright, domain name, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purpose of registering such Company Registered Intellectual Property or maintaining such Company Registered Intellectual Property in full force and effect. (b) The Company or one of its Subsidiaries, as applicable, is the sole and exclusive owner of, or has a license, sublicense or otherwise possesses legally enforceable rights to use all Intellectual Property necessary to conduct the businesses of the Company and each its Subsidiaries as presently conducted, free and clear of all Liens (other than Permitted Liens); provided, however, that this sentence shall not be construed as a representation and warranty of non-infringement of any third party rights. For the avoidance of doubt, to the extent the Company Subsidiary own or have any of its Subsidiaries has been granted licenses to Patents owned by a valid license third party, such licenses are Company Material Contracts, and the Company has made available to use any and Parent copies of all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rightssuch licenses, including any and all registrations and amendments thereto. No third party has any joint ownership interest in any inventions claimed by any issued Patents or pending claims in any applications for registration thereof Patents included in the Company Registered Intellectual Property. (c) The Company and any and its Subsidiaries have diligently prepared or are diligently preparing to file Patent applications for all goodwill associated therewith (collectively, “potentially patentable inventions within the Company Registered Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned by or purported to be owned by the Company or any of its Subsidiaries in a commercially reasonable manner and within a commercially reasonable time period to avoid statutory disqualification under 35 U.S.C. § 102 of any potential Patent application, except, where in the exercise of reasonable business judgment, the Company Subsidiary (has decided not to file an application for a Patent on a potentially patentable invention. To the “Knowledge of the Company, the Company Owned and each of its Subsidiaries and each owner of any Company Registered Intellectual Property Rights”)exclusively licensed to the Company have complied in all material respects with all Laws regarding the duty of disclosure, are solely candor and exclusively owned good faith in connection with each material Patent and Patent application included in the Company Registered Intellectual Property. To the Knowledge of the Company, no act has been done or omitted to be done by the Company or any of its Subsidiaries which has had or would reasonably be expected to render any material Patent contained in the Company SubsidiariesRegistered Intellectual Property unenforceable or, in each the case free of any claims of pending Patent applications, rendering such claims unpatentable. (d) To the Knowledge of the Company (i) the conduct of the businesses of the Company and clear of all liensits Subsidiaries as presently conducted (including the research, defects or similar encumbrances development, manufacture, marketing, promotion, offering for sale, sale or other restrictionscommercialization, other than non-exclusive licenses granted in the ordinary course shipment, import, export or distribution, as applicable, of businessany Compound) has not infringed, misappropriated or otherwise violated and is not infringing, misappropriating or otherwise violating any Intellectual Property rights of any third party, and (iiiii) no third party has infringed, misappropriated or otherwise violated or is infringing, misappropriating or otherwise violating any of the Company Owned Registered Intellectual Property Rights andor any other material Company Intellectual Property, to the Company’s knowledge, the Intellectual Property Rights licensed to and no such claims have been made against any third party by the Company or any of its Subsidiaries. (e) Except as set forth in Section 2.16(e) of the Company SubsidiaryDisclosure Letter, are valid, subsisting and enforceable, and there is no Action pending or, to the Knowledge of the Company’s knowledge, threatened actionthreatened, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that against the Company or any Company Subsidiary has infringedof its Subsidiaries or, misappropriated or violated to the Knowledge of the Company, any Intellectual Property Rights of any third party; other Person (iv) neither other than, for clarity, routine office actions with respect to pending applications), and, the Company nor any Company Subsidiary and its Subsidiaries have not and, to the Knowledge of the Company, no other Person has received any written notice from any Person since January 1, 2015, in each case, pursuant to which any Person (i) is alleging or has alleged that the conduct of the businesses of the Company or any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party its Subsidiaries is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, violated any Intellectual Property Rights; rights of any third party (vii) all employees or contractors engaged including in the development form of an invitation to enter into a license), or (ii) contesting the use, ownership, priority, validity or enforceability of any of the Company Registered Intellectual Property Rights on behalf or any other material Company Intellectual Property, except as, individually or in the aggregate, is not and would not reasonably be expected to be material to the Company and its Subsidiaries. None of the Company Registered Intellectual Property or any other material Company Intellectual Property is subject to any pending or outstanding injunction, order, judgment, settlement, consent, covenant not to ▇▇▇, ruling or other disposition of dispute that adversely restricts the use, licensing, transfer or registration of, or adversely affects the validity, scope, use, registerability or enforceability of or the Company and its Subsidiaries’ rights to, any such Company Registered Intellectual Property or such Company Intellectual Property. (f) No past or present director, officer or employee of the Company or any of its Subsidiaries owns (or has any claim, or any right (whether or not currently exercisable) to any ownership interest, in or to) any Company Subsidiary Intellectual Property. The Company and each of its Subsidiaries have executed an invention assignment agreement whereby entered into duly-executed, valid and enforceable written agreements with each of their past and present directors, officers, employees, consultants and independent contractors who are or were engaged in creating or developing for the Company any material Intellectual Property in the course of such employees Person’s employment or contractors retention thereby, pursuant to which such Person has (i) agreed to hold all Trade Secrets of the Company and its Subsidiaries in confidence, and (ii) presently assign assigned to the Company or its Subsidiaries, as applicable, all of their rightsuch Person’s rights, title and interest in and to such all Intellectual Property Rights created or developed for the Company or its Subsidiaries, as applicable in the course of such Person’s employment or retention thereby. To the Knowledge of the Company, there is no material uncured breach by either party under any such agreement. (g) The Company and each of its Subsidiaries have taken commercially reasonable steps to maintain the secrecy and confidentiality of all material Trade Secrets included in the Company Intellectual Property. No Trade Secret material to the businesses of the Company or any of its Subsidiaries as presently conducted has been authorized to be disclosed, or, to the Knowledge of the Company, has been disclosed to any of the Company’s or its Subsidiaries’ past or present employees or any third person, in each case other than pursuant to a non-disclosure agreement restricting the disclosure and use of such Trade Secret. (h) To the Knowledge of the Company, no funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational institution has been or is being used in any material respect to create, in whole or in part, any material Company Intellectual Property, except for any such funding or use of facilities or personnel that does not result in such Governmental Authority or educational institution obtaining ownership of, or use rights to, such Company Intellectual Property, and does not require or otherwise obligate the Company or any of its Subsidiaries to grant or offer to any such Governmental Authority or educational institution any license or other right to such Company Intellectual Property. To the Knowledge of the Company, no current or former employee, consultant or independent contractor of the Company or any of its Subsidiaries who contributed to the creation or development of the Company Intellectual Property has performed services for a Governmental Authority or any university, college, research institute or other educational institution related to the Company’s business as presently conducted during a period of time during which such employee, consultant or independent contractor was also performing services for the Company or any of its Subsidiaries. (i) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, (i) the computer systems, including the software, firmware, hardware, networks, interfaces, platforms and related systems, owned, leased or licensed by the Company and its Subsidiaries (collectively, the “Company Systems”) are sufficient for the conduct of their businesses as presently conducted; (ii) in the last 12 months, there have been no failures, breakdowns, continued substandard performance or other adverse events affecting any such Company Systems that have caused or could reasonably be expected to result in the substantial disruption or interruption in or to the use of such Company Systems or the conduct of the businesses of the Company or its Subsidiaries; and (iii) to the Knowledge of the Company, in the past 12 months, there have not been any incidents of unauthorized access or other security breaches of the Company Systems. (j) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the execution and delivery of this Agreement by the Company and the consummation of the Transactions will not (i) result in or require the grant, assignment or transfer to any other Person (other than to Parent, Merger Sub or any of their respective Affiliates) of any license or other right or interest under, to or in any material Company Intellectual Property owned or purported to be owned by or exclusively licensed to the Company or any of its Subsidiaries or any of the Intellectual Property of Parent, Merger Sub or any of their respective Affiliates; or (ii) cause a loss or impairment of any material Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Intellectual Property.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its Subsidiaries own or possess, have a valid license to, or can acquire rights to use any and all (whether by ownership or license) on reasonable terms, adequate patents, inventionspatent applications, copyrights, technology, data, know how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data and names or other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property RightsProperty”), in each case, used in or reasonably ) necessary to carry on the conduct business now operated by them and, to the knowledge of their businesses the Company, as currently conducted; proposed to be conducted by the Company and its Subsidiaries as disclosed in the Registration Statement and the Prospectus. Neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of (iii) the any infringement, misappropriation or other violation of any Intellectual Property Rights owned or purported to be owned rights of any third party by the Company or any Company Subsidiary of its Subsidiaries or (the “Company Owned ii) any facts or circumstances which would render, in whole or in part, any Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights exclusively licensed to the Company or any of its Subsidiaries (such Intellectual Property, the “Company Subsidiary, are valid, subsisting and enforceableIntellectual Property”) invalid or unenforceable, and which infringement, misappropriation or violation (in the event of any unfavorable decision, ruling or finding by a competent Government Entity) or finding of invalidity or unenforceability, singly or in the aggregate, would result in a Material Adverse Change. To the knowledge of the Company, there is no material infringement or violation of any Company Intellectual Property by third parties. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party party: (A) challenging the validity, scope Company’s rights in or enforceability of to any such Company Intellectual Property Rights or Property; (B) alleging challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary its Subsidiaries infringes, misappropriates or otherwise violates, or has infringedwould, misappropriated upon the commercialization of any product or service under development as described in the Registration Statement or the Prospectus, infringe, misappropriate or otherwise violatedviolate, any Intellectual Property Rights; (vii) rights of such third parties in any material respect. The Company and its Subsidiaries have complied in all employees material respects with the terms of each agreement pursuant to which material Intellectual Property has been licensed to the Company or contractors engaged its Subsidiaries, and, to the Company’s knowledge, no Intellectual Property has been obtained or is being used by the Company in violation of any material contractual obligations binding on the Company or in violation of any contractual rights of any person and, to the Company’s knowledge, all such agreements are in full force and effect. All issued or granted Company Intellectual Property has been duly maintained in all material respects and is in full force and effect and, to the Company’s knowledge, there are no material defects in any of the Company Intellectual Property. Each person who is or was an employee or contractor of the Company or its Subsidiaries and who is or was involved in the creation or development of any Intellectual Property Rights for or on behalf of the Company or any its Subsidiaries has signed an agreement containing an assignment to the Company Subsidiary have executed an invention assignment agreement whereby or its Subsidiaries of such employees or contractors presently assign all of their right, title and interest person’s rights in and to such Intellectual Property Rights to the Company or a Company Subsidiaryand, and to the Company’s knowledge knowledge, no such agreement has been breached employee or violated; and (viii) contractor of the Company and or its Subsidiaries is in or has ever been in violation of any material term of any agreement or 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 useor actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has taken reasonable steps to protect, maintain and have usedsafeguard its rights and licenses under material Intellectual Property owned by or licensed to the Company, commercially reasonable efforts to appropriately maintain including the execution of appropriate nondisclosure and confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)agreements.

Intellectual Property. Except Disclosure Schedule 4.13 contains a true and correct list of all of the Intellectual Property, including, but not limited to, all trade and corporate names and registered and unregistered product names and trademarks used by the Seller in connection with the Business or the products used during the past three (3) years, all licenses and other rights granted by the Seller to any third party with respect to such Intellectual Property and all such licenses and other rights granted by any third party to the extent it would Seller except for licenses covering “off the shelf” or downloadable software that is generally available to the public and has not be reasonably expected to have a Material Adverse Effect: been materially modified or customized. Except as set forth on Disclosure Schedule 4.13, (ia) the Company Seller owns and each Company Subsidiary own possesses all right, title and interest in and to, or have has a valid license to use any and to, all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by necessary for the Company or any Company Subsidiary (operation of the “Company Owned Business as presently conducted and none of such Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, has been abandoned; (iiib) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party (A) challenging contesting the validity, scope enforceability, use or enforceability ownership of any such Intellectual Property Rights or has been made against the Seller, is currently outstanding or, to the Knowledge of the Seller, is credibly threatened in writing, and to the Knowledge of the Seller, there is no reasonable basis for any such claim; (Bc) alleging that none of the Company Seller or any Company Subsidiary registered agent thereof has infringedreceived any written notices of an allegation of any infringement or misappropriation by, misappropriated or violated other conflict with, any third party with respect to such Intellectual Property, nor has any such Person received any claims of infringement or misappropriation of or other conflict with any Intellectual Property Rights of any third party; (ivd) neither to the Company Knowledge of the Seller, the Seller has not infringed, misappropriated or otherwise violated in any material respect any Intellectual Property of any third party, nor any Company Subsidiary has received any written notice alleging to the Knowledge of the Seller will any infringement, misappropriation or other violation of conflict with respect to the Intellectual Property Rightsoccur as a result of the transactions described herein; and (ve) to the Company’s knowledgeKnowledge of the Seller, no third party other Person is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violatesviolating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Property.

Intellectual Property. Except to the extent it as would not reasonably be reasonably expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by either the Company or any Company a Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by of the Company owns, or the Company Subsidiariesis licensed or otherwise possesses legally enforceable rights to use, in each case free and clear of all liensmaterial Liens, defects all domestic and foreign trademarks (including call signs), trade names, service marks, service names, assumed names, registered and unregistered copyrights and applications for same, domain names, patents and patent applications and registrations used in their respective businesses as currently conducted, including all rights associated therewith, whether registered or similar encumbrances unregistered and however documented (collectively, the “Intellectual Property”). Except as would not reasonably be expected to have, individually or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessaggregate, a Company Material Adverse Effect, (iiia) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, there are valid, subsisting and enforceable, and there is no pending or, to the Knowledge of the Company’s knowledge, threatened actionin writing claims by any person alleging infringement, suitmisappropriation or other unauthorized use of Intellectual Property by the Company or any of its Subsidiaries, proceeding or claim by a third party (A) challenging any aspect of the validity, scope enforceability, ownership, authorship, inventorship or enforceability use of any such of the Intellectual Property Rights Property, (b) to the Knowledge of the Company, the conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or (B) alleging otherwise make unauthorized use of any intellectual property rights of any person, and neither the Company nor any of its Subsidiaries has received an “invitation to license” or other communication from any third party asserting that the Company or any Company Subsidiary has infringed, misappropriated of its Subsidiaries is or violated will be obligated to take a license under any Intellectual Property Rights of intellectual property owned by any third party; party in order to continue to conduct their respective businesses as they are currently conducted, (ivc) neither the Company nor any Company Subsidiary of its Subsidiaries has received made any written notice alleging any claim of infringement, misappropriation or other violation unauthorized use by others of its rights to or in connection with the Intellectual Property Rights; of the Company or any of its Subsidiaries, (vd) to the Knowledge of the Company’s knowledge, no third party person is currently infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, making unauthorized use of any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiaryits Subsidiaries, and to the Company’s knowledge no such agreement has been breached or violated; and (viiie) the Company and the Company its Subsidiaries use, and have used, taken commercially reasonable efforts actions in accordance with normal industry practice to appropriately protect, maintain and preserve the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Intellectual Property.

Intellectual Property. Except to as, individually or in the extent it aggregate, has not had and would not reasonably be reasonably expected to have a Material Adverse Effect: (i) Effect on the Company, either the Company and each or a Subsidiary of the Company Subsidiary own owns, or have a valid license is licensed or otherwise possesses adequate rights to use any (in the manner and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or proceduresto the extent it has used the same), trademarks, service marksall trademarks or servicemarks (whether registered or unregistered), trade names, domain names, softwarecopyrights (whether registered or unregistered), data and patents, trade secrets or other worldwide intellectual property or similar proprietary rights, including of any and all registrations and applications for registration thereof and any and all goodwill associated therewith kind used in their respective businesses as currently conducted (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property RightsProperty”). Except as, are solely and exclusively owned by the Company individually or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessaggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (iiia) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, there are valid, subsisting and enforceable, and there is no pending or, to the knowledge of the Company’s knowledge, threatened actionclaims by any Person alleging infringement, suit, proceeding misappropriation or claim dilution by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any of its Subsidiaries of the intellectual property rights of any Person; (b) to the knowledge of the Company, the conduct of the businesses of the Company Subsidiary and its Subsidiaries has not infringed, misappropriated or violated diluted, and does not infringe, misappropriate or dilute, any Intellectual Property Rights intellectual property rights of any third partyPerson; (ivc) neither the Company nor any Company Subsidiary of its Subsidiaries has received made any written notice alleging any claim of infringement, misappropriation or other violation by others of its rights to or in connection with the Company Intellectual Property RightsProperty; (vd) to the knowledge of the Company’s knowledge, no third party Person is infringing, misappropriating or otherwise violating diluting any Company Intellectual Property; (e) the Company and its Subsidiaries have taken reasonable steps to protect the confidentiality of their trade secrets and the security of their computer systems and networks; and (f) the consummation of the transactions contemplated by this Agreement will not result in the loss of, or has infringed, misappropriated give rise to any right of any third party to terminate any of the Company’s or otherwise violatedany Subsidiaries’ rights or obligations under, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of agreement under which the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its Subsidiaries grants to any Person, or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights any Person grants to the Company or any of its Subsidiaries, a license or right under or with respect to any Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Intellectual Property.

Intellectual Property. Except to as otherwise disclosed in the extent it would not be reasonably expected to have a Material Adverse Effect: (i) SEC Reports, the Company owns or has valid and each Company Subsidiary own enforceable licenses or have a valid license other rights to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures)copyrightable works, trademarks, service marks, trade names, domain namesand service names (including all applications and registrations relating to any of the foregoing), softwareand all inventions, data know-how, trade secrets and other worldwide proprietary or confidential information (whether or not patentable), systems or procedures and all other technology and intellectual property rights necessary for the conduct, or similar proprietary rightsthe proposed conduct, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith of the business of the Company in the manner described in the SEC Reports (collectively, the “Company Intellectual Property”); the Company Intellectual Property Rights”), disclosed in each case, used in or reasonably necessary to the conduct of their businesses SEC Reports as currently conducted; (ii) the Intellectual Property Rights owned or purported to be being owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively is owned by the Company or the Company Subsidiaries, in each case free and clear of all material liens, defects or similar encumbrances or other restrictionssecurity interests, other than non-exclusive licenses granted in and encumbrances, and to the ordinary course Company’s knowledge, there are no rights of business, (iii) the third parties to such Company Owned Intellectual Property Rights and, Property; to the Company’s knowledge, the Company Intellectual Property Rights licensed to is valid, enforceable and subsisting; and other than as disclosed in the SEC Reports, (i) the Company is not obligated to pay a material royalty, grant a material license, or provide other material consideration to any third party in connection with the Company SubsidiaryIntellectual Property, are valid(ii) no action, subsisting and enforceablesuit, and there claim or other proceeding is no pending or, to the knowledge of the Company’s knowledge, threatened is threatened, alleging that the conduct of the business of the Company in the manner described in the SEC Reports is infringing, misappropriating, diluting or otherwise violating any intellectual property rights of others, (iii) no action, suit, claim or other proceeding or claim by a third party (A) is pending or, to the knowledge of the Company, is threatened, challenging the validity, scope enforceability, scope, registration, ownership or enforceability use of any such Intellectual Property Rights or (B) alleging that of the Company or any Company Subsidiary has infringedIntellectual Property, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither no action, suit, claim or other proceeding is pending or, to the Company nor knowledge of the Company, is threatened, challenging the Company’s rights in or to any Company Subsidiary has received any written notice alleging any infringementIntellectual Property, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating has any ownership right in or otherwise violating or has infringed, misappropriated or otherwise violated, to any Company Owned Intellectual Property Rights; in any field of use that is exclusively licensed to the Company, other than any licensor to the Company of such Company Intellectual Property, (vi) neither the Company nor any Company Subsidiary infringesno employee, misappropriates consultant or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf independent contractor of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their rightis, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no knowledge, 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 or independent contractor where the basis of such agreement violation relates to such employee’s employment or independent contractor’s engagement with the Company or actions undertaken while employed or engaged with the Company, (vii) the Company has been breached or violated; taken reasonable measures to protect its material confidential information and material trade secrets and to maintain and safeguard the material Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements, and (viii) the Company has complied with the material terms of each agreement pursuant to which the Company Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect; except in each of (i)–(viii) such as would not, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All patents and patent applications within the Company Intellectual Property disclosed in the SEC Reports as being owned by the Company have, to the knowledge of the Company, been duly and properly filed and maintained; to the knowledge of the Company, there are no material defects in any of such patents or patent applications; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the United States Patent and Trademark Office (the “USPTO”) in connection with such applications; and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality is not aware of all information intended any facts required to be maintained disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application or could form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications; except such as would not, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to have a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except The Company and each of its Subsidiaries owns, possesses or has valid and enforceable licenses to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of the Company’s and it Subsidiaries’ business as now conducted or as described in the Registration Statement and the Prospectus to be conducted, except as such failure to own, possess, or acquire such rights would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. Furthermore, (A) to the extent it knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, the effect of which would not be reasonably expected to have a Material Adverse Effect: ; (iB) there is no pending or, to the Company and each Company Subsidiary own knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any of its Subsidiaries’ rights in or to any such Intellectual Property, the effect of which would have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conductedMaterial Adverse Effect; (iiC) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company its Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the knowledge of the Company’s knowledge, the Intellectual Property Rights licensed to the Company and its Subsidiaries, has not been adjudged invalid or any Company Subsidiaryunenforceable, are valid, subsisting and enforceablein whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) others challenging the validity, validity or scope or enforceability of any such Intellectual Property Rights Property, the effect of which would have a Material Adverse Effect; (D) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or (B) alleging claim by others that the Company or any Company Subsidiary has infringedof its Subsidiaries infringes, misappropriated misappropriates or violated otherwise violates any Intellectual Property Rights or other proprietary rights of any third party; (iv) others, and neither the Company nor or any Company Subsidiary of its Subsidiaries has received any written notice alleging any infringementof such claim, misappropriation or other violation the effect of Intellectual Property Rightswhich would have a Material Adverse Effect; and (vE) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf employee of the Company or any Company Subsidiary have executed an of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement whereby or any restrictive covenant to or with a former employer where the basis of such employees or contractors presently assign all of their right, title and interest in and violation relates to such Intellectual Property Rights to employee’s employment with the Company or a Company Subsidiary, and to any of its Subsidiaries or actions undertaken by the Company’s knowledge no such agreement has been breached or violated; and (viii) employee while employed with the Company or any of its Subsidiaries, the effect of which would have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and the Company Subsidiaries useservice marks, trade and have usedservice ▇▇▇▇ registrations, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. Except to (a) Section 2.10(a) of the extent it would not be reasonably expected to have Seller Disclosure Letter contains a Material Adverse Effect: (i) complete and accurate list of the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “material Transferred Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company Seller Entities, the Rexam Entities or any Company Subsidiary (the “Company Owned Purchased Entities, as applicable, as of the date of this Agreement. The material Transferred Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights is subsisting and, to the Company’s knowledgeKnowledge of Seller, valid and enforceable, and as of the date of this Agreement, the material Transferred Intellectual Property Rights licensed and the material Seller and Rexam Licensed IP is not subject to the Company or any Company Subsidiary, are valid, subsisting and enforceableoutstanding Governmental Order materially adversely affecting, and there is no opposition or cancellation proceeding pending before any Governmental Authority that would materially adversely affect, the use thereof in the Business, or that would materially impair the validity or enforceability thereof. (b) A Seller Entity, Rexam Entity or Purchased Entity, as applicable, (i) is the sole and exclusive owner of each of the material Transferred Intellectual Property and the material Seller and Rexam Licensed IP and (ii) is licensed or otherwise possesses rights to use all material Intellectual Property licensed or otherwise provided to it under the material Business IP Licenses, on and subject to the terms of such Business IP Licenses. (i) To the Knowledge of Seller, the conduct of the Business by any of the Seller Entities, the Rexam Entities or the Purchased Entities, as applicable, does not, and has not within the past twelve (12) months, infringed upon, misappropriated or otherwise violated any Intellectual Property of any third party, (ii) there are no claims or actions regarding infringement, misappropriation or other violation relating to the conduct of the Business that, as of the date of this Agreement, are pending before any Governmental Authority or, to the Company’s knowledgeKnowledge of Seller, threatened actionin writing against them, suitand (iii) to the Knowledge of Seller, proceeding or claim by a as of the date of this Agreement, no third party (A) challenging is infringing upon, misappropriating or otherwise violating any of the validity, scope or enforceability of any such Transferred Intellectual Property Rights or the Seller and Rexam Licensed IP, except, in each case of the foregoing clauses (Bi), (ii) alleging that and (iii), as would not, individually or in the Company aggregate, have or reasonably be expected to have an Adverse Effect. (d) The Seller Entities, the Rexam Entities and the Purchased Entities have used commercially reasonable efforts to protect the confidential and proprietary nature of all material trade secrets included within any Company Subsidiary has infringed, misappropriated or violated any of the Transferred Intellectual Property Rights and the Seller and Rexam Licensed IP. (e) Each material element of the Business IT Systems, is either owned by, or used pursuant to a valid lease or license to, the Seller Entities, the Rexam Entities or the Purchased Entities. (f) Seller, Rexam and their respective Affiliates have not granted any third party; license to, option to license or option to acquire ownership interest in the material Seller and Rexam Licensed IP that materially conflicts with the license granted pursuant to Section 4.10. (ivg) neither Notwithstanding anything to the Company nor any Company Subsidiary has received any written notice alleging any contrary herein, (i) the representations and warranties in Section 2.10(c) constitute the sole representations and warranties of Seller with respect to infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violatedintellectual property; and (viiiii) without limiting the Company representations and warranties in Sections 2.4, 2.9, 2.11 and 2.12, the Company Subsidiaries use, representations and have used, commercially reasonable efforts warranties in this Section 2.10 constitute the sole representations and warranties of Seller with respect to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)intellectual property matters.

Intellectual Property. (a) Except to the extent it as would not have or reasonably be reasonably expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (i) , the Company and each Company Subsidiary its Significant Subsidiaries either own or have a valid license right to use any and all such patents, inventionstrademarks, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarksnames, service marks, trade names, domain names, softwarecopyrights and any applications and registrations for any of the foregoing, data trade secrets, know-how, technology, software and other worldwide intangible intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith rights (collectively, “Intellectual Property RightsProperty”), in each case, used in or reasonably ) as are necessary to conduct the conduct business of their businesses the Company and its Significant Subsidiaries as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned conducted by the Company and its Significant Subsidiaries. To the Knowledge of the Company, and except as would not have or any reasonably be expected to have, individually or in the aggregate, a Company Subsidiary Material Adverse Effect, (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by a) neither the Company nor any of its Significant Subsidiaries is currently infringing, misappropriating or the Company Subsidiariesviolating, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, past two (iii2) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary years has infringed, misappropriated or violated any Intellectual Property Rights of any third party; party and (ivb) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is currently infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees owned by or contractors engaged exclusively licensed to the Company or any of its Significant Subsidiaries. Except as would not have or reasonably be expected to have, individually or in the development aggregate, a Company Material Adverse Effect, as of the date of this Agreement there are no actions, suits, claims or proceedings pending or, to the Knowledge of the Company, threatened that (i) challenge or question the Company’s ownership or right to use Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its Significant Subsidiaries or contractors presently assign all of their right(ii) assert infringement, title and interest in and to such Intellectual Property Rights to misappropriation or violation by the Company or any of its Significant Subsidiaries of any Intellectual Property of a third party. It is agreed and understood that no representation or warranty is made in respect of Intellectual Property matters in any section of this Agreement other than this Section 4.15(a). (b) The Company Subsidiaryand its Significant Subsidiaries have taken commercially reasonable steps to protect the information technology systems used in connection with the conduct of the business of the Company and its Significant Subsidiaries (“IT Systems”) from Contaminants. As used herein, and to “Contaminants” means any material “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or erasure of such software or data or other software of users. To the Company’s knowledge Knowledge, (i) there have been no such agreement has been breached material unauthorized intrusions or violated; breaches of the security of the Company’s or any of its Significant Subsidiaries’ IT Systems, and (viiiii) the data and information which they store or process has not been corrupted in any material discernible manner or accessed without the Company’s or any of its Significant Subsidiaries’ authorization, in the case of each of clauses (i) and (ii), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its Subsidiaries own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, marks and trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith names (collectively, “Intellectual Property Rights”), in each case, ) used in or reasonably necessary to the conduct of their respective businesses as currently conductedconducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights its Subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiaryand its Subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) others challenging the validity, scope or enforceability of any such Intellectual Property Rights which action, suit, proceeding or (B) alleging that claim, if the Company or any Company Subsidiary has infringedsubject of an unfavorable decision, misappropriated or violated any Intellectual Property Rights of any third partywould reasonably be expected to result in a Material Adverse Effect.; (iviii) neither the Company nor any Company Subsidiary of its Subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property RightsRights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (viv) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating violating, or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property RightsRights owned by the Company; (viv) neither the Company nor any Company Subsidiary of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property RightsRights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (viivi) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any subsidiary of the Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiarythe applicable subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viiivii) the Company and the Company its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)secret.

Intellectual Property. Except to (a) For the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectivelypurposes of this Clause 14, “Intellectual Property Rights”” shall include, without limitation, any patent, copyright, moral right, design right, trade mark and service mark (whether registered or unregistered), trade dress, get-up, trade name, goodwill, geographical indication, plant variety right, integrated circuit layout-design right, know-how, confidential information, trade secret, any application (whether pending, in each caseprocess or issued) or right to apply for any of the foregoing, used in and any other industrial, intellectual property or reasonably necessary protected right similar to the conduct foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed, and any accrued or future rights and causes of action in respect of any infringement of any of the foregoing. (b) The Seller warrants that: (i) it is the legal and beneficial owner of the Intellectual Property Rights in the products and/or their businesses as currently conducted; components thereof, and/or that in relation to the products and/or components of which it is not the legal and beneficial owner, it has obtained from the owners of the Intellectual Property Rights in such products and/or components, all licences, clearances, waivers and other approvals or consents in respect of the Seller’s dealings (commercial or otherwise) with the products and their components under this Agreement, and the subsequent possession, use and/or dealings (commercial or otherwise) by the Purchaser or the Purchaser Entities (hereafter defined) thereof; (ii) the Intellectual Property Rights owned products and their components thereof are original and genuine goods, and are not counterfeit or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, imitation goods; (iii) the Company Owned products and their components thereof do not infringe any third party’s Intellectual Property Rights; and (iv) the products and their components thereof are not manufactured in a manner which would infringe any third party’s Intellectual Property Rights. (c) The Seller shall indemnify and keep the Purchaser and the Purchaser Entities (hereafter defined) fully and effectively indemnified on demand against any and all losses, damages, actions, costs (including legal/attorney fees on a full indemnity basis), charges, expenses, demands or liabilities of whatsoever nature, whether direct or indirect, arising out of the breach by the Seller of any of the warranties set out in Clause 14(b) and/or out of any claim by any third party alleging infringement of Intellectual Property Rights and/or that the products and/or their components thereof are counterfeit or imitation goods, whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. (d) Without prejudice to the CompanyPurchaser’s knowledge, or any of the Purchaser Entities’ right to defend a third party’s claim alleging any infringement of Intellectual Property Rights licensed to and/or that the Company products and/or their components thereof are counterfeit or imitation goods, the Seller shall, if requested by the Purchaser and/or any Company Subsidiaryof the Purchaser Entities and at the Seller’s own expense, are valid, subsisting and enforceable, and there is no pending or, to conduct the Company’s knowledge, threatened action, suit, proceeding or defence of such a claim by a third party (A) challenging party. The Seller shall observe the validityPurchaser’s and/or any of the Purchaser Entities’ directions relating in any way to that defence or to negotiations for settlement of the claim, scope and shall not at any time admit liability or enforceability otherwise attempt to settle the claim subject to the Seller providing to the Purchaser’s and/or any of the Purchaser Entities’ reasonable satisfaction security for any such Intellectual Property Rights costs or (B) alleging liabilities that the Company Purchaser and/or any of the Purchaser Entities may incur by reason of the Seller’s conduct of such defence. The Purchaser and/or any of the Purchaser Entities shall be entitled at all times to take back the conduct of the defence if the Purchaser and/or any of the Purchaser Entities does not believe that the Seller is conducting the same competently. (e) Without limiting the generality of the foregoing sub-clauses and without prejudice to other remedies available to the Purchaser under this Agreement, if it is determined by any independent tribunal of fact or any Company Subsidiary has infringed, misappropriated law or violated any if it is agreed between the parties to the dispute or if it is determined by the Purchaser in its sole and absolute discretion that an infringement of Intellectual Property Rights of any a third partyparty has occurred, the Seller shall, at the Purchaser’s option and the Seller’s sole expense: (i) procure for the Purchaser and/or the Purchaser Entities and their respective affiliates the right to continue the use and/or possession of the products; (ii) replace the products with non-infringing products; (iii) alter or modify the products in order to avoid continuing infringement without reducing or adversely affecting the functionality or performance thereof; or (iv) neither recall the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation products and refund the purchase price of Intellectual Property Rights; (v) the products to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; Purchaser. (vif) neither The obligations in this Clause shall survive the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development completion of Intellectual Property Rights on behalf performance of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viiipurchase order(s) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality expiry or termination of all information intended to be maintained as a trade secret (including proprietary confidential software source code)this Agreement.

Intellectual Property. Except (a) Each Obligor shall and the Issuer shall procure that each Group member will: (i) preserve and maintain the subsistence and validity of the Intellectual Property Rights necessary for the business of the relevant Group member; (ii) use reasonable endeavours to prevent any infringement in any material respect of the extent it would Intellectual Property Rights necessary for the business of the relevant Group member; (iii) make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property Rights necessary for the business of the relevant Group member in full force and effect and record its interest in those Intellectual Property Rights; (iv) not use or permit the Intellectual Property Rights necessary for the business of the relevant Group member to be used in a way or take any step or omit to take any step in respect of that Intellectual Property Right which may materially and adversely affect the existence or value of the Intellectual Property Rights necessary for the business of the relevant Group member or imperil the right of any member of the Group to use such property; and (v) not discontinue the use of the Intellectual Property Rights necessary for the business of the relevant Group member, in each event, where failure to do so is reasonably expected likely to have a Material Adverse Effect: . (ib) The Issuer will not, and will not permit any Obligor, to enter into any agreement or other arrangement which transfers, sells, loans, disposes of, licenses or otherwise has the Company and each Company Subsidiary own commercial effect of a transfer, sale, loan, disposal of, or have a valid license to use any and all patentslicense, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rightsor equivalent arrangement, including to persons other than the Issuer or any Obligor incorporated in England and all registrations and applications for registration thereof and Wales, any and all goodwill associated therewith (collectively, “Intellectual Property Rights”)Right whether owned on the date of this Agreement or acquired, created, developed or otherwise legally or beneficially owned after that date which is or is likely to be used in the business of the Group or any member thereof, except any licensing agreement or a legally and commercially equivalent arrangement, in each case, used in expressly for the use of such Intellectual Property Right (but not to transfer, loan, sell or reasonably necessary to the conduct dispose of their businesses as currently conducted; (iior any other such transaction having a similar commercial effect) the legal or beneficial ownership of such Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted Property) in the ordinary course of businessday-to-day trading (and where any consideration, (iii) the Company Owned Intellectual Property Rights andfees, to the Company’s knowledgepayment, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation revenues or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged economic benefit in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and relation to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Companyarrangements are on commercial arm’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source codelength terms).

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (ia) Section 3.18(a) of the Company Disclosure Schedule sets forth a true and each Company Subsidiary own or have a valid license to use any and complete list, as of the date of this Agreement, of all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide of the following material intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary of its Subsidiaries: (a) U.S. registered trademarks applications and foreign registered trademarks and applications, (b) internet domain names, (c) U.S. and foreign patents and patent applications, and (d) U.S. and foreign registered copyrights (collectively, the “Listed Company Owned Intellectual Property RightsProperty”), are solely and exclusively owned by the Company . One or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf more of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign and its Subsidiaries is the owner of all of their right, title and interest in and to each item of the Listed Company Intellectual Property. The Company and its Subsidiaries own all right, title and interest in and to, and have a valid and enforceable license to use, all Intellectual Property (as defined below) used in their businesses as currently conducted, and all such Intellectual Property Rights shall be owned or available for use by the Company immediately after the Closing on terms and conditions identical to those under which the Company owned or used such Intellectual Property prior to the Closing. (b) Except as set forth in Section 3.18(b) of the Company Disclosure Schedule, (i) no action, suit proceeding or claim is pending or, to the Knowledge of the Company, is threatened, by any Person alleging that the businesses of the Company or its Subsidiaries as currently conducted infringe or misappropriate any patent, invention, copyright, software, trademark, service ▇▇▇▇, domain name, trade name, trade dress, trade secret or other intellectual property right of any kind or nature (“Intellectual Property”) of a third party; (ii) neither the Company nor any of its Subsidiaries is infringing, misappropriating or otherwise violating, and neither the Company nor any of its Subsidiaries has, in the last three (3) years infringed, misappropriated or otherwise violated any Intellectual Property of a third party; and (iii) there are no pending claims asserted or threatened by the Company or any of its Subsidiaries of infringement or misappropriation by a third party of any Intellectual Property owned by the Company or its Subsidiaries, including each item of Listed Company Intellectual Property (the “Company Intellectual Property”), and, to the Knowledge of the Company, no third party is engaging in any activity that infringes, misappropriates or otherwise violates any Company Intellectual Property. Except as set forth on Section 3.18(b) of the Company Disclosure Schedule, the Company and its Subsidiaries have taken all steps necessary and reasonable under the circumstances to protect, maintain and enforce its and their Company Intellectual Property. (c) The Company has, and its Subsidiaries have, complied with, and the Company is and its Subsidiaries are presently in compliance in all material respects with, the Payment Card Industry Data Security Standard and all regulations of the credit card industry and its member banks regarding the collection, storage, processing, and disposal of credit card data to the extent applicable to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viiiits Subsidiaries. Except as set forth in Section 3.18(c) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has Knowledge of any incident in which personal information of its consumers was or may have been stolen or improperly accessed, and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality is not aware of all information intended to be maintained as a trade secret (including proprietary confidential software source code)any breach of security or any notices or complaints from any person regarding improper disclosure of personal information.

Intellectual Property. (a) Except to the extent it as would not reasonably be reasonably expected to have a Company Material Adverse Effect: , (i) the conduct of the business of the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses Subsidiaries as currently conducted; (ii) conducted does not infringe upon or misappropriate the Intellectual Property Rights owned or purported to be owned by the Company or rights of any Company Subsidiary (the “Company Owned Intellectual Property Rights”)third party, are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed no claim has been asserted to the Company or any Subsidiary that the conduct of the business of the Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding Subsidiaries as currently conducted infringes upon or claim by a third party (A) challenging may infringe upon or misappropriates the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights rights of any third party; (ivii) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation with respect to each item of Intellectual Property Rights; (v) to the Company’s knowledge, no third party that is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of owned by the Company or any a Subsidiary ("Owned Intellectual Property"), the Company or a Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all is the owner of their the entire right, title and interest in and to such Owned Intellectual Property Rights and is entitled to use such Owned Intellectual Property in the continued operation of its respective business; (iii) with respect to each item of Intellectual Property that is licensed to or otherwise held or used by the Company or a Subsidiary ("Licensed Intellectual Property"), the Company Subsidiaryor a Subsidiary has the right to use such Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Licensed Intellectual Property; (iv) none of the Owned Intellectual Property has been adjudged invalid or unenforceable in whole or in part and, to the knowledge of the Company, the Owned Intellectual Property is valid and enforceable; (v) to the knowledge of the Company, no person is engaging in any activity that infringes upon the Owned Intellectual Property; (vi) to the knowledge of the Company, each license of the Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (vii) to the knowledge of the Company’s knowledge , no such agreement has been breached party to any license of the Licensed Intellectual Property is in breach thereof or violateddefault thereunder; and (viii) the Company has taken all reasonable actions (including executing non-disclosure and intellectual property assignment agreements) to protect, preserve and maintain the Company Subsidiaries useOwned Intellectual Property; and (ix) neither the execution of this Agreement nor the consummation of any Transaction shall adversely affect any of the Company's rights with respect to the Owned Intellectual Property or the Licensed Intellectual Property. (b) For purposes of this Agreement, "Intellectual Property" means (i) United States patents, patent applications and statutory invention registrations, (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, domain names and other source identifiers, and have usedregistrations and applications for registration thereof, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a (iii) copyrightable works, copyrights, and registrations and applications for registration thereof and (iv) confidential and proprietary information, including trade secret (including proprietary confidential software source code)secrets and know-how.

Intellectual Property. Except The Company and its subsidiaries own or possess the valid rights to the extent it would not be reasonably expected to have a Material Adverse Effect: use all (i) the Company and each Company Subsidiary own or have a valid license to use any trademarks, trademark registrations, service marks, Internet domain name registrations, and all goodwill associated with the foregoing, patents, inventionspatent applications, copyrights, know how copyright registrations and trade secrets (the “Intellectual Property Rights”) and (ii) inventions, software, works of authorship, trade names, know-how, databases, formulae, Internet domain names, and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems, or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith ) (collectively, “Intellectual Property RightsAssets”), in each case, used in or reasonably ) necessary to the conduct of their respective businesses as currently conducted and described in the Prospectus; provided that the foregoing representation is made only to the Company’s knowledge as it concerns third-party Intellectual Property Rights and Intellectual Property Assets. The Company and its subsidiaries have not received any written opinion from their legal counsel concluding that any activities of their respective businesses, each as currently conducted; (ii) , infringe, misappropriate, or otherwise violate valid and enforceable Intellectual Property Rights of any third party, and the Company and its subsidiaries have not received written notice of any pending or threatened action, suit, proceeding or claim by any third party challenging the Company’s and its subsidiaries’ rights in or to any of their respective Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the Company’s knowledge, the Company and its subsidiaries’ respective businesses do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any third party. All licenses for the use of the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (described in the “Company Owned Intellectual Property Rights”)Prospectus are valid, are solely binding upon, and exclusively owned by enforceable against the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the other parties thereto in accordance to its terms. The Company and its subsidiaries have complied in all material respects with, and are not in breach in any material respect nor have received any written asserted or threatened claim of breach of any intellectual property license, and the Company and its subsidiaries have no knowledge of any breach or anticipated breach by any third party with respect to any intellectual property license to which the Company is a party. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property Rights licensed to the Company or any Company Subsidiarysufficient, are valid, subsisting and enforceable, and there is no pending or, to in the Company’s knowledgereasonable business judgment, threatened actionfor the conduct of their businesses as currently conducted and described in the Prospectus, suitincluding the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, proceeding or claim by a nor require the consent of any third party (A) challenging in respect of, the validityCompany’s and its subsidiaries’ right to own, scope use, or enforceability hold for use any of any such the material Intellectual Property Rights as owned, used or (B) alleging that held for use in the conduct of their business as currently conducted. The Company and its subsidiaries have at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights in the conduct of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to Company’s business. To the Company’s knowledge, no third party is infringing, misappropriating claims have been asserted or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of threatened against the Company or its subsidiaries alleging a violation of any Company Subsidiary have executed an invention assignment agreement whereby such employees person’s privacy or contractors presently assign all personal information or data rights and the consummation of their rightthe transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, title data protection, or the collection and interest in and to such Intellectual Property Rights to use of personal information collected, used, or held for use by the Company or its subsidiaries in the conduct of their businesses, except where any such breach or violation would not reasonably be expected to result in a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Material Adverse Effect. The Company and the Company Subsidiaries its subsidiaries take commercially reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company and its subsidiaries have used, used commercially reasonable efforts to appropriately maintain the confidentiality obtain ownership of all information intended works of authorship and inventions made by their employees, consultants and contractors during the time they were employed by or under contract with the Company and its subsidiaries and which are material to be maintained as a trade secret (including proprietary confidential software source code)their businesses. All founders and key employees have signed confidentiality and invention assignment agreements with the Company or its applicable subsidiary.

Intellectual Property. Except to the extent it as would not be reasonably expected to have a Company Material Adverse Effect: : (ia) the Company and its Subsidiaries (A) solely and exclusively own the Company Intellectual Property, and (B) have valid, sufficient and continuing rights to use, pursuant to valid written agreements, all other Intellectual Property used by the Company and its Subsidiaries in, or otherwise necessary for, the conduct of the Company’s or its Subsidiaries’ respective businesses; and in the case of the foregoing clauses (A) and (B) above, free and clear of all Liens other than Permitted Liens; (b) the Company and each Company Subsidiary own or of its Subsidiaries have a valid license taken commercially reasonable measures to use any maintain and protect the secrecy of all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary confidential information included in the Company Intellectual Property. No such trade secrets or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported information has been authorized to be owned disclosed or has been actually disclosed by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”)to any of their former employees, are solely and exclusively owned by the Company current employees or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictionsany third Person, other than non-exclusive licenses granted in pursuant to a nondisclosure agreement, appropriately restricting the ordinary course disclosure of businesssuch trade secrets or confidential information; (c) to the Knowledge of the Company, (iii) the conduct of the Company’s and its Subsidiaries’ business does not infringe upon, misappropriate or otherwise violate, and since January 1, 2016 has not infringed upon, misappropriated or otherwise violated, the Intellectual Property of any third Person. Since January 1, 2016 through the date hereof, the Company Owned Intellectual Property Rights and its Subsidiaries have not received written notice of any claims, and, to the Knowledge of the Company, no claims are pending or threatened, (A) that the conduct of the Company’s knowledgeor its Subsidiaries’ business infringes upon, misappropriates, or otherwise violates the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by of a third party Person, or (AB) challenging the ownership, use, validity, scope or enforceability of any such Company Intellectual Property; (d) to the Knowledge of the Company, no third Person (A) has infringed upon, misappropriated, or otherwise violated in any material respect any Company Intellectual Property Rights since January 1, 2016 or (B) alleging as of the date hereof, is infringing, misappropriating, or otherwise violating in any material respect any Company Intellectual Property, and no such claims are pending or threatened against any third Person by the Company. The Company and its Subsidiaries are not subject to any Order that restricts or impairs the use of any Company Intellectual Property; (e) the Company and its Subsidiaries own or have a valid right to access and use all the IT Systems used in connection with the business of the Company and each of its Subsidiaries owned or used by the Company and its Subsidiaries, and such IT systems (A) are adequate for, and operate and perform in all respects as required in connection with, the current conduct of the Company and each of its Subsidiaries, (B) have not suffered any material malfunction, failure or security breach since January 1, 2016 and (C) do not, to the Knowledge of the Company, contain any viruses, trojan horses, bugs, faults or other device, errors or contaminants or effects that materially disrupt or adversely affect their functionality or security; (f) the Company and its Subsidiaries, and to the Knowledge of the Company, third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal Information for or on behalf of the Company or its Subsidiaries, have at all times complied with, and to the Knowledge of the Company there have been no violations of, the Company and its Subsidiaries’ privacy policies, applicable Privacy Laws and contractual obligations with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information; (g) the Company and its Subsidiaries have implemented reasonable disaster recovery and business continuity plans, and at all times maintained reasonable safeguards to protect Personal Information and other confidential data in their possession or under control against loss, theft, misuse or unauthorized access, use, modification or disclosure and conducted reasonable privacy and data security testing and audits at reasonable and appropriate intervals and have resolved or remediated any material identified data privacy or security issues or vulnerabilities; and (h) to the Knowledge of the Company, there have been no breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violatesits Subsidiaries, or has infringedcollected, misappropriated used or otherwise violated, any Intellectual Property Rights; (vii) all employees processed by or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)its Subsidiaries.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company CenterState and each Company Subsidiary own of its Subsidiaries owns, or have a valid license is licensed to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of any material Liens), all liensIntellectual Property necessary for the conduct of its business as currently conducted. Except as would not reasonably be expected to have, defects either individually or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course aggregate, a Material Adverse Effect on CenterState: (a) (i) to the knowledge of businessCenterState, (iii) the Company Owned use of any Intellectual Property Rights andby CenterState and its Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to the Company’s knowledge, the Intellectual Property Rights licensed to the Company which CenterState or any Company Subsidiary, are valid, subsisting and enforceableCenterState Subsidiary acquired the right to use any Intellectual Property, and there is (ii) no pending or, person has asserted in writing to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging CenterState that the Company CenterState or any Company Subsidiary of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person, (b) to the knowledge of CenterState, no person is challenging, infringing on or otherwise violating any right of CenterState or any of its Subsidiaries with respect to any Intellectual Property Rights of any third party; owned by and/or licensed to CenterState or its Subsidiaries, and (ivc) neither the Company CenterState nor any Company CenterState Subsidiary has received any written notice alleging of any infringement, misappropriation or other violation of Intellectual Property Rights; (v) pending claim with respect to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company owned by CenterState or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company CenterState Subsidiary, and CenterState and its Subsidiaries have taken commercially reasonable actions to avoid the Company’s knowledge no abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by CenterState and its Subsidiaries. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such agreement has been breached registration or violatedapplication; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and know-how, including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and (viii) the Company and the Company Subsidiaries useregistrations or applications for registration of copyrights in any jurisdiction, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including any renewals or extensions thereof; and any similar intellectual property or proprietary confidential software source code)rights.

Intellectual Property. Except to the extent it as has not had and would not reasonably be reasonably expected to have have, individually or in the aggregate, a Material Adverse Effect: , (i) each of the Company and each Company Subsidiary own the Subsidiaries owns, or have a valid license is licensed to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, free and clear of any Liens), all Intellectual Property used in or reasonably necessary to for the conduct of their businesses its business as currently conducted; (ii) the use of any Intellectual Property Rights owned by the Company and the Subsidiaries does not infringe on or purported otherwise violate the rights of any Person and is in accordance with any applicable license pursuant to be owned by which the Company or any Company Subsidiary acquired the right to use any Intellectual Property; (iii) to the “Company Owned Intellectual Property Rights”)knowledge of the Company, are solely and exclusively owned by no Person is challenging, infringing on or otherwise violating any right of the Company or any of the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Subsidiaries with respect to any Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights owned by and/or licensed to the Company or any Company Subsidiary, are valid, subsisting the Subsidiaries; and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary of the Subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating has knowledge of any pending claim, order or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, proceeding with respect to any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of used by the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in the Subsidiaries and to such its knowledge no Intellectual Property Rights to owned and/or licensed by the Company or the Subsidiaries is being used or enforced in a Company Subsidiarymanner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. For purposes of this Section, the term "Intellectual Property" shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the Company’s knowledge no foregoing, including any extension, modification or renewal of any such agreement has been breached registration or violatedapplication; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including, without limitation, divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any Person; writings and other works, whether copyrightable or not, in any jurisdiction; registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including any similar intellectual property or proprietary confidential software source code)rights.

Intellectual Property. Except to as disclosed in the extent it would not be reasonably expected to have a Material Adverse Effect: (i) Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and each Company Subsidiary own its subsidiaries own, possess, license or have a valid an exclusive option to license adequate rights to use any and all patents, inventionstrademarks, service marks, trade names, copyrights, know domain names, licenses, approvals, technology and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data ) and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, ) used in or reasonably necessary held to be used for the conduct of their businesses the Company’s business now conducted and as currently proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted; , except where the failure to own, possess or license such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to the Company’s knowledge: (i) neither the Company nor any of its subsidiaries has materially infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party, and neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will materially infringe or otherwise violate the Intellectual Property Rights of any third party and (ii) there are no rights of third parties to any of the Intellectual Property Rights owned by or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any of its subsidiaries. Except as would not, individually or in aggregate, if determined adversely to the Company Subsidiaryor any of its subsidiaries, are validreasonably be expected to have a Material Adverse Effect, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party (Ai) challenging the Company’s or any of its subsidiaries’ rights in or to any of the Company’s Intellectual Property Rights; (ii) alleging that the Company or any of its subsidiaries have infringed, misappropriated or otherwise violated any Intellectual Property Rights of any third party; or (iii) challenging the validity, scope or enforceability of any such Intellectual Property Rights owned or (B) alleging that exclusively licensed to the Company or any of its subsidiaries, and in the case of each of (i), (ii) and (iii), the Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights is unaware of any third party; (iv) neither the Company nor facts that would form a reasonable basis for any Company Subsidiary has received any written notice alleging any infringementsuch action, misappropriation suit, proceeding or other violation of Intellectual Property Rights; (v) to claim. To the Company’s knowledge, there is no third party is infringinginfringement, misappropriating misappropriation, breach or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, default by others of any Intellectual Property Rights; (vii) all employees Rights owned by or contractors engaged in the development of Intellectual Property Rights on behalf of exclusively licensed to the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign of its subsidiaries, and all of their right, title and interest in and to such Intellectual Property Rights owned by or licensed to the Company or any of its subsidiaries are valid and enforceable, except as would not reasonably be expected, individually or in aggregate, to have a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Material Adverse Effect. The Company and the Company Subsidiaries use, and its subsidiaries have used, commercially at all times taken reasonable efforts steps in accordance with normal industry practice to appropriately maintain the confidentiality of all information intended Intellectual Property Rights, the value of which to the Company and to its subsidiaries is contingent upon maintaining the confidentiality thereof. All founders, current and former employees and consultants involved in the development of the Intellectual Property Rights for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company or any of its subsidiaries pursuant to which the Company or any of its subsidiaries either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property Rights, or (ii) 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, the Pricing Disclosure Package and the Prospectus to be maintained as a trade secret (including proprietary confidential software source code)conducted.

Intellectual Property. Except (a) Section 4.18(a) of the Company Disclosure Letter sets forth all (i) issued patents and pending patent applications, (ii) trademark and service ▇▇▇▇ registrations and applications, (iii) copyright registrations and applications, and (iv) internet domain name registrations, in each case that are owned by or registered to the extent it Company or any of its Subsidiaries as of the date hereof. Except as would not not, individually or in the aggregate, reasonably be reasonably expected to have a Company Material Adverse Effect: (i) , the Company and each Company Subsidiary its Subsidiaries own or have a are licensed or otherwise possess valid license rights to use any use, free and clear of all patentsLiens other than Permitted Liens, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to conduct the business of the Company and its Subsidiaries as it is currently conducted. (b) The conduct of their businesses the business of the Company and its Subsidiaries as it is currently conducted; (ii) conducted does not infringe, misappropriate or otherwise violate the Intellectual Property Rights owned rights of any third party except as would not, individually or purported in the aggregate, reasonably be expected to be have a Company Material Adverse Effect. There are no pending or, to the knowledge of the Company, threatened claims with respect to any of the Intellectual Property rights owned by the Company or any of its Subsidiaries, and since January 1, 2014, neither the Company Subsidiary (nor any of its Subsidiaries have received any written notice, charge, complaint, claim or other alleging any infringement, misappropriation, or other violation by the “Company Owned or any of its Subsidiaries of the Intellectual Property Rights”)of any Person, are solely and exclusively in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, no third party is currently infringing or misappropriating Intellectual Property owned by the Company or the Company Subsidiariesany of its Subsidiaries and since January 1, in each case free and clear of all liens2014, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary of its Subsidiaries has received provided any written notice alleging to any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no Person claiming that such third party Person is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violatedviolating, any such Intellectual Property, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Company Owned Intellectual Property Rights; (vi) neither Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) and its Subsidiaries are taking all employees or contractors engaged in the development actions that are necessary to maintain and protect each item of Intellectual Property Rights on behalf that they own. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since January 1, 2014, there has not been any (i) to the knowledge of the Company, breach of the security of, or other unauthorized access to, any computer systems of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)any personal or sensitive information contained there) or (ii) failure of any such computer systems.

Intellectual Property. Except to As between the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company and each Company Subsidiary own or have a valid license to use any and all patentsParties, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear Affirm retains exclusive ownership of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title title, and interest in and to all IP relating to or embodied in the Services, including the APIs, and any Confidential Information provided to Merchant by Affirm (collectively, the “Affirm IP”). Neither Party will, by virtue of the Agreement, gain any rights of ownership of IP owned (prior to, on or after the Effective Date) by the other Party. “IP” means all worldwide rights in and to intellectual, industrial, and other property, whether exclusive or non-exclusive, including rights to inventions, trademarks, trade names, trade dress, service marks, logos, brand names, other indicia of origin, trade secrets, know-how, technology, research tools, data, software, improvements, processes, designs, techniques, works of authorship and rights of attribution, whether or not protected by patents or copyrights, the Marks, patent applications, patents, copyrights, moral rights, all other rights pertaining to intellectual property, and all goodwill associated therewith. ▇▇▇▇▇▇▇▇’s submission of any feedback, comments, or suggestions to Affirm related to Affirm IP (“Feedback”) is voluntary. Notwithstanding any other provision of the Agreement, (a) Affirm may use Feedback and incorporate it into Affirm’s products, technologies, and services without any obligation to Merchant or restriction as to Affirm’s use of such Intellectual Property Rights to the Company Feedback, (b) Merchant hereby waives all rights it or a Company Subsidiaryits representatives have or may have, including all IP rights, in and to the Company’s knowledge no such agreement has been breached Feedback, and will cause its representatives to waive all moral or violated; similar rights that its representatives have to Affirm, and (viiic) Merchant hereby assigns to Affirm all of Merchant’s rights in and to Feedback and will cause its representatives to assign all of such representatives’ rights to Affirm. In the Company event Merchant is unable to waive or assign its or its representatives rights in and the Company Subsidiaries to Feedback pursuant to Applicable Law, then Merchant hereby grants to Affirm an irrevocable, perpetual, exclusive, royalty-free, fully paid-up, worldwide, license, to use, reproduce, distribute, perform, display and have usedcreate derivative works of, commercially reasonable efforts such Feedback, without the need for a separate writing. Merchant is not entitled to appropriately maintain any compensation or reimbursement of any kind under any circumstances for any Feedback. If Merchant develops any modifications, corrections, enhancements, derivatives, or extensions of or relating to Affirm IP, all rights, title, and interest in and to all IP therein will be owned exclusively by Affirm. Should Affirm IP become, or in Affirm’s opinion likely become, the confidentiality subject of all information intended an IP infringement claim by a third party, Affirm, at its option, may: (i) procure for Merchant the right to be maintained continue using the applicable Affirm IP, (ii) modify the applicable Affirm IP to make it non-infringing provided the same functionality is maintained, or (iii) terminate this Merchant Agreement or the applicable Order Form as a trade secret (including proprietary confidential software source code)to the potentially infringing Services.

Intellectual Property. Except to To the extent it would not be reasonably expected to have a Material Adverse Effect: knowledge of the Company (i) the Company and each Company Subsidiary its subsidiaries own or have a valid license the right to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data names and other worldwide source indicators, copyrights, copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other intellectual property, industrial property or and proprietary and similar proprietary rights, including any and all registrations and applications for registration thereof and any of, and all goodwill associated therewith with, any of the foregoing (collectively, “Intellectual Property RightsProperty”), ) in each case, used in or reasonably case necessary to for the conduct of their respective businesses as currently conductedconducted or proposed to be conducted in the Registration Statement and the Prospectus; (ii) the Company’s and its subsidiaries’ conduct of their respective businesses as currently conducted and as described in the Registration Statement and the Prospectus does not and will not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated, or otherwise violated, any Intellectual Property Rights owned of any third party, except as would not, individually or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessaggregate, reasonably be expected to have a Material Adverse Change; (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by a any third party (Ax) challenging the Company’s or any of its subsidiaries’ rights in or to any of their owned or licensed Intellectual Property, (y) alleging that the Company or any of its subsidiaries have infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party or (z) challenging the ownership, validity, scope or enforceability of any such Intellectual Property Rights owned by or (B) alleging that licensed to the Company or any of its subsidiaries, and in the case of each of (x), (y) and (z), the Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights is unaware of any third partyfacts which would form a reasonable basis for any such action, suit, proceeding or claim; and (iv) neither except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, all Intellectual Property owned by or licensed to the Company nor or any of its subsidiaries is valid and enforceable, is owned free and clear of all liens, encumbrances, defects and other restrictions by, or licensed or co-licensed to, the Company Subsidiary has received any written notice alleging any infringementor its subsidiaries, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, and no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, violated any Intellectual Property Rights; (vii) owned by or exclusively or co-exclusively licensed to the Company or any of its subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, 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, the value of which to the Company or its subsidiaries is contingent upon maintaining the confidentiality thereof, including requiring employees, contractors, consultants and other third parties who receive such Intellectual Property to execute appropriate confidentiality agreements. To the knowledge of the Company, all current and former employees or contractors engaged and consultants and other parties involved in the development of Intellectual Property Rights on behalf of for the Company or any Company Subsidiary its subsidiaries have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to signed agreements with the Company or a Company Subsidiaryits subsidiaries, and pursuant to the Company’s knowledge no such agreement has been breached or violated; and (viii) which the Company or its subsidiaries either (A) have obtained, or have the right or option to obtain, ownership of and are the Company Subsidiaries useexclusive owners of such Intellectual Property, and or (B) have usedobtained a valid right to exploit such Intellectual Property, commercially reasonable efforts to appropriately maintain sufficient for the confidentiality conduct of all information intended their respective businesses as currently conducted or as proposed to be maintained as a trade secret (including proprietary confidential software source code)conducted in the Registration Statement or the Prospectus.

Intellectual Property. (a) Except to the extent it as would not be reasonably expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (i) , the Company and each Company Subsidiary its Subsidiaries own or have a valid and enforceable license to use any all Intellectual Property Rights necessary to, or material and used or held for use in, the conduct of the business of the Company and its Subsidiaries as currently conducted. Section 4.15 of the Company Disclosure Letter lists, as of the date of this Agreement, all patents, inventions, copyrights, know how (including trade secrets Owned Intellectual Property Rights and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Licensed Intellectual Property Rights”), in indicating for each casethe name of the owner thereof. (b) Neither the Company nor any of its Subsidiaries has infringed or otherwise violated any Intellectual Property Right of any Person except as has not had, used in or and would not reasonably necessary be expected to have, a Company Material Adverse Effect. There is no Proceeding pending against, or, to the conduct knowledge of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by Company, threatened against, the Company or any Company Subsidiary of its Subsidiaries (A) based upon, or challenging or seeking to deny or restrict, the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by rights of the Company or any of its Subsidiaries in any of the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the or Licensed Intellectual Property Rights licensed to the Company or any Company SubsidiaryRights, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that any Owned Intellectual Property Right or Licensed Intellectual Property Right is invalid or unenforceable, or (C) alleging that the use of any of the Owned Intellectual Property Rights or Licensed Intellectual Property Rights or that the conduct of the business of the Company or any Company Subsidiary has infringedof its Subsidiaries do or may conflict with, misappropriated misappropriate, infringe or violated otherwise violate any Intellectual Property Rights Right of any third party; Person, except for matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ivc) neither None of the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of material Owned Intellectual Property Rights; (v) Rights have been adjudged invalid or unenforceable in whole or part, and to the knowledge of the Company’s knowledge, all issued or registered material Owned Intellectual Property Rights are valid and enforceable in all respects, except where the failure to be valid or enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no third party is infringing, misappropriating or otherwise violating or Person has infringed, misappropriated or otherwise violated, violated any Company material Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringesRight, misappropriates except as has not had and would not reasonably be expected to have, individually or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their rightaggregate, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. Except (a) Section 4.15(a) of the Company Disclosure Letter contains a complete and accurate list of all Registered IP. All Company Owned IP is subsisting, and, to the extent it would not be reasonably expected Knowledge of the Company, valid and enforceable. (b) The Acquired Companies exclusively own and possess all right, title and interest to have a Material Adverse Effect: (i) and in the Company Owned IP and each Company Subsidiary own or have a valid sufficient rights pursuant to an enforceable written license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company SubsidiariesLicensed IP, in each case free and clear of all liens, defects any Liens (other than Permitted Liens). None of the Registered IP is subject to any pending challenge received by any Acquired Company in writing relating to the invalidity or unenforceability of such Registered IP (excluding ordinary course office actions at the U.S. Patent & Trademark Office or similar encumbrances Governmental Authorities). (c) All Persons (including current and former employees and independent contractors) who have developed, created or contributed to Company Owned IP have assigned to the Acquired Companies in writing, pursuant to a valid and enforceable agreement, all of their rights therein that did not initially vest with the Acquired Companies by operation of law. (d) No Acquired Company has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting, or otherwise violating, in any material respect, any Intellectual Property Right of any other restrictionsPerson and no Proceeding is pending or has been threatened in writing or, to the Knowledge of the Company otherwise threatened, against any Acquired Company alleging any infringement or misappropriation by such Acquired Company of any Intellectual Property Rights of another Person. To the Knowledge of the Company, no Person is infringing, misappropriating, diluting, or otherwise violating, any Company Owned IP. (e) The Acquired Companies take and have taken all reasonable measures necessary to protect, safeguard and maintain the confidentiality of all of the Company Owned IP and their rights therein, including the secrecy, confidentiality and value of trade secrets and other confidential information of the Acquired Companies, and none of the Acquired Companies have disclosed any material confidential Company Owned IP to any Third Party other than pursuant to a written confidentiality agreement pursuant to which such Third Party agrees to protect such confidential information. (f) The Acquired Companies own, lease, license, or otherwise have the legal right to use all Company IT Assets, and such Company IT Assets are adequate and sufficient for the business of the Acquired Companies as it is currently operated and proposed to be operated. The Acquired Companies have implemented and maintain commercially reasonable security, disaster recovery and business continuity plans and procedures. In the last twelve (12) months, there has not been any material failure with respect to any of the Company IT Assets that has not been remedied or replaced in all respects. (g) The Acquired Companies take commercially reasonable steps to prevent the introduction of bugs, disabling codes, spyware, Trojan horses, worms and other malicious code into the Company IT Assets. Since the Look-Back Date, there have not been any material unauthorized intrusions or breaches of security with respect to the Company IT Assets. (h) None of the Acquired Companies use or have used any Open Source Software in a manner that requires any of the Acquired Companies to publicly disclose or distribute the source code to any Software that constitutes Company Owned IP. (i) The Acquired Companies are in compliance with all obligations under any agreement pursuant to which any of the Acquired Companies have obtained the right to use any third party Software, including Open Source Software. (j) Except as set forth on Section 4.15(j) of the Company Disclosure Letter, none of the Acquired Companies is party to or bound by any: (i) agreement under which it is a licensee of or is otherwise granted by a Third Party any rights under any Company Licensed IP (other than licenses of commercially available Software and Open Source Software); (ii) agreement under which it is a licensor of or otherwise grants to a Third Party any rights under any material Company Owned IP (other than non-exclusive licenses granted in the ordinary course Ordinary Course of business, Business); or (iii) agreement pursuant to which any of the Acquired Companies obtain Personal Information from any Third Party (other than agreements pursuant to which any of the Acquired Companies acts solely as a service provider to such Third Party) or provides Personal Information to any Third Party (other than agreements pursuant to which such Third Party acts solely as a Company Owned Service Provider to such Acquired Company); (i) to (iii) each an “Intellectual Property Rights Agreement,” and, to the Company’s knowledgecollectively, the “Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Agreements.”

Intellectual Property. Except to the extent it as would not reasonably be reasonably expected expected, individually or in the aggregate, to have a Material Adverse Effect: (i) the Company Each SDH Party and each Company Subsidiary its subsidiaries own or have a valid license the right to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, softwaresocial media identifiers and accounts, data and other worldwide source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information, and all other intellectual property or similar proprietary rightsin any and all jurisdictions throughout the world (including all goodwill associated with, including any and all registrations and issuances of and applications for registration thereof and or issuance of, any and all goodwill associated therewith of the foregoing) (collectively, “Intellectual Property RightsProperty”)) used or held for use in, in each caseor otherwise necessary for, used in or reasonably necessary to the conduct of their respective businesses as currently conductedconducted and, to the knowledge of the SDH Parties, as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely each SDH Party and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are its subsidiaries is valid, subsisting and enforceable, and there provided the foregoing representation is no pending or, made to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging knowledge of the validity, scope or enforceability SDH Parties with respect to applications for registration of any such Intellectual Property Rights Property, (iii) each SDH Party’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated otherwise violate any Intellectual Property Rights of any third partyPerson; (iv) neither the Company nor any Company Subsidiary has each SDH Party and its subsidiaries have not received any written notice alleging of any claim relating to the infringement, misappropriation or other violation of any Intellectual Property RightsProperty; (v) to the Company’s knowledgeknowledge of the SDH Parties, no third party the Intellectual Property owned by the SDH Parties and their respective subsidiaries is infringing, misappropriating or otherwise violating or has not being infringed, misappropriated or otherwise violated, violated by any Company Owned Intellectual Property Rightsperson; and (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title each SDH Party and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries useits subsidiaries take, and have usedtaken, commercially reasonable efforts steps in accordance with customary industry practice to appropriately maintain the confidentiality of all information intended Intellectual Property, the value of which to be maintained as a trade secret (including proprietary confidential software source code)such SDH Party and its subsidiaries is contingent upon maintaining the confidentiality thereof.

Intellectual Property. Except to as described in the extent it would not be reasonably expected to have a Material Adverse Effect: Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and each Company Subsidiary its subsidiaries own or have a valid license and enforceable right to use any and all (1) patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures)patent applications, trademarks, service marks, trade names, Internet domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any name registrations (and all registrations and applications for registration thereof and any for, and all goodwill associated therewith with, such trademarks, service marks, trade names and Internet domain name registrations), copyrights, copyright registrations, licenses and trade secret rights, in each case, in any jurisdiction throughout the world (collectively, “Intellectual Property Rights”)) and (2) inventions, know-how, software, databases, systems, procedures, and other intellectual property (including trade secrets and proprietary or confidential information) (collectively, “Intellectual Property Assets”) used or held for use in each caseany material respect, used in or reasonably otherwise necessary to for, the conduct of their respective businesses as currently conductedconducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledgeand its subsidiaries’ conduct of their respective businesses does not infringe, the Intellectual Property Rights licensed to the Company misappropriate or any Company Subsidiary, are valid, subsisting and enforceableotherwise violate, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has not infringed, misappropriated or otherwise violated, any Intellectual Property RightsRights or Intellectual Property Assets of any third party in any material respect (it being understood that the foregoing representation in this clause (ii) is made to the Company’s knowledge with respect to patents); (iii) the Company and its subsidiaries have not received notice of any pending or threatened action, suit, or proceeding by any third party that would reasonably be expected to have a Material Adverse Effect on the Company’s or any of its subsidiaries’ respective businesses as presently conducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (A) challenging the Company’s or any of its subsidiaries’ rights in or to any of the Intellectual Property Rights or Intellectual Property Assets owned by or licensed to the Company or any of its subsidiaries, (B) challenging the validity, enforceability or scope of any of the Intellectual Property Rights owned by or licensed to the Company or any of its subsidiaries, or (C) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property Rights or Intellectual Property Assets of any third party; (iv) to the knowledge of the Company, neither the Intellectual Property Rights nor the Intellectual Property Assets of the Company and its subsidiaries are being materially infringed, misappropriated or otherwise violated by any third party; (v) other than as would not reasonably be expected to have a Material Adverse Effect, all Intellectual Property Rights and Intellectual Property Assets owned by the Company or any of its subsidiaries are solely and exclusively owned by the Company or such subsidiaries and all other Intellectual Property Rights and Intellectual Property Assets used or held for use by the Company or any of its subsidiaries are licensed to the Company or such subsidiaries, and the Company and its subsidiaries hold all of such ownership and license rights, in each case, free and clear of all liens, encumbrances, defects or other restrictions; (vi) other than as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries are not aware of any facts that could result in a finding that any of the Intellectual Property Rights owned by or licensed to the Company is invalid or unenforceable; (vii) other than as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have taken reasonable steps in accordance with customary industry practice to maintain and protect any confidential information and trade secrets of the Company and its subsidiaries and to protect any confidential information provided to them by any third party; (viii) other than as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have taken commercially reasonable actions to maintain and to protect all employees patents and trademark and copyright and Internet domain name registrations (including all applications therefor) owned by the Company or contractors engaged any of its subsidiaries, including payment of applicable maintenance fees, filing of applicable statements of use, timely response office actions, and disclosure of any required information; and (ix) other than as would not reasonably be expected to have a Material Adverse Effect, all personnel (including founders, current and former employees, consultants, contractors, representatives, and agents) involved in the development of Intellectual Property Rights or Intellectual Property Assets for or on behalf of the Company or any Company Subsidiary of its subsidiaries have executed an signed written and enforceable confidentiality and invention assignment agreement whereby such employees agreements with the Company or contractors presently assign all any of their right, title its subsidiaries pursuant to which the Company or any of its subsidiaries either (A) has obtained sole and interest in and to exclusive ownership of such Intellectual Property Rights or Intellectual Property Assets, or (B) has obtained a valid right to exploit such Intellectual Property Rights or Intellectual Property Assets, sufficient for the Company or a Company Subsidiaryconduct of the business as currently conducted and as proposed to be conducted as described in the Registration Statement, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company Pricing Disclosure Package and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Prospectus.

Intellectual Property. (a) Section 3.14(a) of the Company Disclosure Letter sets forth a substantially complete and accurate list of all Company Registered Intellectual Property, in each case including, where applicable, the record owner, jurisdiction, registration, patent, trademark or copyright number or application number, filing date and issue date. (b) Except to the extent it as would not reasonably be reasonably expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and solely owns each item of Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictionsLiens, other than non-exclusive licenses granted in the ordinary course Permitted Liens; (ii) each item of business, (iii) the Company Owned Registered Intellectual Property Rights is subsisting, valid and, other than Company Registered Intellectual Property constituting applications, to the Company’s knowledgeKnowledge, enforceable; and (iii) as of the entry into this Agreement, no Action (other than office actions in connection with the prosecution of applications) is pending or, to the Knowledge of the Company, threatened by or before any Governmental Entity, that challenges the legality, validity, enforceability, registration, use or ownership of any Company Registered Intellectual Property. (c) The Company and the Company Subsidiaries own, have a valid license or sublicense, or otherwise have a legally enforceable and sufficient rights to use all Intellectual Property Rights licensed material to the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted. Notwithstanding anything to the contrary, this Section 3.14(c) shall not be considered to make any representation or warranty regarding the infringement, misappropriation, dilution or other violation of Intellectual Property (which, for the avoidance of doubt, is addressed in Section 3.14(d)). (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) no Actions are pending or, to the Company’s Knowledge, threatened against the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringedis infringing, misappropriated misappropriating, diluting or violated any otherwise violating the Intellectual Property Rights of any third party; (ii) the conduct of the business of the Company and the Company Subsidiaries including, their manufacture, sale, marketing, licensing and distribution of Company Products, as currently conducted, does not infringe, misappropriate, dilute, or otherwise violate any Intellectual Property of any third party (and as conducted since March 28, 2020, has not infringed, violated, diluted, or misappropriated any Intellectual Property of any third party), (iii) to the Company’s Knowledge, no third party is infringing, misappropriating, diluting, using in an unauthorized manner or otherwise violating any Company Intellectual Property, and (iv) as of the entry into this Agreement, neither the Company nor any Company Subsidiary has received instituted or threatened to institute any written notice Action that is currently pending against any third party alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no that such third party is infringing, misappropriating misappropriating, diluting, using in an unauthorized manner or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; Property. (vie) neither the Company nor any Company Subsidiary infringesEach employee who has since March 28, misappropriates 2020, contributed to or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged participated in the development or creation of any material Company Intellectual Property Rights on behalf of the Company or any Company Subsidiary have has executed an invention assignment a written agreement whereby such employees assigning or contractors presently assign transferring, or otherwise vesting exclusive ownership of all of their right, title and interest in and to such Intellectual Property Rights in or to the Company or a such Company Subsidiary, or such ownership has otherwise vested in the Company or the Company Subsidiaries under applicable Laws. The Company and each Company Subsidiary have taken commercially reasonable actions to maintain and protect all of the Company’s knowledge no Trade Secrets constituting material Company Intellectual Property (“Business Confidential Information”), and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all such agreement has Business Confidential Information has, since March 28, 2020, been breached or violated; and (viii) maintained in confidence in accordance with procedures that are customarily used in the industry to protect rights of like importance, without unauthorized disclosure thereof. Without limiting the generality of the foregoing, the Company and the Company Subsidiaries use, and have used, commercially used reasonable efforts to appropriately enforce a policy requiring each employee or third party that has access to any Business Confidential Information to execute a confidentiality agreement that obligates such Person to maintain the confidentiality thereof, and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no such Person is, or, since March 28, 2020, was during their employment or engagement with the Company or any Company Subsidiaries, in violation of such confidentiality obligations. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company or a Company Subsidiary owns or has a valid right to access and use all IT Assets used in the operation of the business of the Company and the Company Subsidiaries; and (ii) the IT Assets owned or controlled by the Company and the Company Subsidiaries (“Company IT Systems”) are in good working condition and perform the information intended technology operations required of them by the Company and Company Subsidiaries. Without limiting the foregoing, the Company and the Company Subsidiaries have taken reasonable steps and implemented reasonable procedures to be maintained ensure that the Company IT Systems are free from Malicious Code and to implement security patches and upgrades that are generally available and applicable to the Company IT Systems. Since March 28, 2020, there has been no failure of any Company IT Systems that has caused any material disruption to the business of the Company and the Company Subsidiaries, taken as a trade secret whole. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or any of the Company Subsidiaries have suffered any (including proprietary confidential software source code)x) data loss, or (y) business interruptions or other harm resulting from a Security Incident.

Intellectual Property. Except to as set forth in the extent it Alpha Filed SEC Reports and except as would not not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse EffectEffect on Alpha and its Subsidiaries: (i) the Company Alpha and each Company Subsidiary own of its Subsidiaries owns, or have a valid license is licensed to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, free and clear of any Liens), all Intellectual Property (as defined below) used in or reasonably necessary to for the conduct of their businesses its business as currently conducted; (ii) to the Knowledge of Alpha, the use of any Intellectual Property Rights owned by Alpha and its Subsidiaries does not infringe on or purported to be owned by otherwise violate the Company or rights of any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, Person; (iii) the Company Owned use of Intellectual Property Rights by or on behalf of Alpha and its Subsidiaries is in accordance with any applicable license pursuant to which Alpha or any Subsidiary acquired the right to use any Intellectual Property; (iv) to the Knowledge of Alpha, no Person is challenging, infringing on or otherwise violating any right of Alpha or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to Alpha or its Subsidiaries; and (v) Alpha does not have any Knowledge of any pending claim, order or proceeding with respect to any use of Intellectual Property by Alpha and its Subsidiaries and, to the Company’s knowledgeKnowledge of Alpha, no Intellectual Property owned and/or licensed by Alpha or its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. For purposes of this Agreement, "Intellectual Property" shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the Intellectual Property Rights licensed to goodwill associated with the Company or foregoing and registrations in any Company Subsidiary, are valid, subsisting and enforceablejurisdiction of, and there is no pending orapplications in any jurisdiction to register, to the Company’s knowledgeforegoing, threatened actionincluding any extension, suit, proceeding modification or claim by a third party (A) challenging the validity, scope or enforceability renewal of any such Intellectual Property Rights registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (B) alleging that the Company including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof and rights to apply for any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company foregoing, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any Company Subsidiary have executed an invention assignment agreement whereby such employees Person; writings and other works, whether copyrightable or contractors presently assign all not, in any jurisdiction; and registrations or applications for registration of their right, title and interest copyrights in and to such Intellectual Property Rights to the Company or a Company Subsidiaryany jurisdiction, and to the Company’s knowledge no such agreement has been breached any renewals or violatedextensions thereof; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including any similar intellectual property or proprietary confidential software source code)rights.

Intellectual Property. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company or one of its Subsidiaries owns or is licensed or otherwise possesses adequate rights to use (in the manner and to the extent it would not be reasonably expected to have a Material Adverse Effect: has used the same) all trademarks (i) the Company and each Company Subsidiary own whether registered or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or proceduresunregistered), trademarks, service marksservicemarks (whether registered or unregistered), trade names, domain names, softwarecopyrights (whether registered or unregistered), data patents, trade secrets and other worldwide intellectual property or similar proprietary rights, including of any and all registrations and applications for registration thereof and any and all goodwill associated therewith kind used in their respective businesses as currently conducted (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property RightsProperty”). Except as, are solely and exclusively owned by the Company individually or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessaggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (iiia) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, there are valid, subsisting and enforceable, and there is no pending or, to the Knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validityany Person alleging infringement, scope misappropriation or enforceability of any such Intellectual Property Rights or (B) alleging that dilution by the Company or any of its Subsidiaries of the intellectual property rights of any Person; (b) the conduct of the businesses of the Company Subsidiary and its Subsidiaries has not infringed, misappropriated or violated diluted, and does not infringe, misappropriate or dilute, any Intellectual Property Rights intellectual property rights of any third partyPerson; (ivc) neither the Company nor any Company Subsidiary of its Subsidiaries has received made any written notice alleging any claim of infringement, misappropriation or other violation by others of its rights to or in connection with the Company Intellectual Property RightsProperty; (vd) to the Company’s knowledge, no third party Person is infringing, misappropriating or otherwise violating diluting any Company Intellectual Property; (e) the Company and its Subsidiaries have taken reasonable steps to protect the confidentiality of their trade secrets and the security of their computer systems and networks; and (f) the consummation of the transactions contemplated by this Agreement will not result in the loss of, or has infringed, misappropriated give rise to any right of any third party to terminate any of the Company’s or otherwise violatedany Subsidiaries’ rights or obligations under, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of Contract under which the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees of its Subsidiaries grants to any Person, or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights any Person grants to the Company or any of its Subsidiaries, a license or right under or with respect to any Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Intellectual Property.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the Company Each of Alon Brands and each Company Subsidiary own its Subsidiaries owns or have a valid license has all licenses or other rights to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”)used by it in, in each caseand which are material to, used in or reasonably necessary to the conduct of their businesses its business as currently presently conducted; . (ii) To the best of Alon Brands’ knowledge, the business of Alon Brands and each of its Subsidiaries as presently conducted and as currently proposed to be conducted, and the marketing, licensing, use and servicing of any products or services of Alon Brands or any of its Subsidiaries do not infringe or conflict with any patent, trademark, copyright, or trade secret rights of any third parties or any other Intellectual Property Rights of any third parties. Except as set forth in Exhibit 2(q)(ii), neither Alon Brands nor any of its Subsidiaries has received written notice from any third party asserting that any Intellectual Property owned or purported to be owned licensed by the Company Alon Brands or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company of its Subsidiaries, in each case free and clear of all liensor to which they otherwise have the right to use, defects is invalid or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights unenforceable by them and, to the Company’s best of Alon Brands’ knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no valid basis for any such claim (whether or not pending or threatened). (iii) Except as set forth in Exhibit 2(q)(iii), no claim is pending or, to the Company’s Alon Brands’ knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company against Alon Brands or any Company Subsidiary has infringed, misappropriated of its Subsidiaries nor have Alon Brands or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has its Subsidiaries received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating written claim from any Person asserting that their present or otherwise violating contemplated activities infringe or has infringed, misappropriated or otherwise violated, may infringe in any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, material respect any Intellectual Property Rights; (vii) all employees of such Person and Alon Brands is not aware of any infringement by any other Person of any material rights of Alon Brands or contractors engaged in the development any of its Subsidiaries under any Intellectual Property Rights on behalf of the Company rights. (iv) All licenses or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title other agreements under which Alon Brands and interest in and to such its Subsidiaries are granted Intellectual Property Rights (excluding licenses to use software utilized in internal operations and which is generally commercially available) which are required for Alon Brands’ and its Subsidiaries’ business as presently conducted are in full force and effect and, to the Company or a Company Subsidiarybest of Alon Brands’ knowledge, there is no material default by any party thereto. Alon Brands has no reason to believe that the licensors under the licenses and other agreements do not have and did not have all requisite power and authority to grant the rights to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended Intellectual Property purported to be maintained as a trade secret (including proprietary confidential software source code)granted thereby.

Intellectual Property. (a) Section 4.16(a) of the Company Disclosure Schedule sets forth a true and complete list of all registrations and applications for registration for Patents, Trademarks and Copyrights included in the Company Intellectual Property (the “Registered Company Intellectual Property”). (b) Except to the extent it as would not reasonably be reasonably expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are its Subsidiaries solely and exclusively owned by the Company or the Company Subsidiariesown, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, Liens (other than non-exclusive licenses granted any Permitted Liens), all Company Intellectual Property; (ii) none of the material Registered Company Intellectual Property has been adjudged invalid or unenforceable in whole or in part other than in the ordinary course of businessPatent and Trademark prosecution and, to the knowledge of the Company, all such Intellectual Property is otherwise valid, subsisting and enforceable; (iii) the Company Owned and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property Rights andused, to held for use in or necessary for the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability conduct of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third partytheir respective businesses as currently conducted; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringementits Subsidiaries, misappropriation or other violation nor the conduct of Intellectual Property Rights; (v) to the Company’s knowledgetheir respective businesses, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, the Intellectual Property rights of any Person; (v) to the knowledge of the Company, no Person has infringed, misappropriated or otherwise violated any Company Owned Intellectual Property RightsProperty; (vi) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending Action alleging that the Company Subsidiary or any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, violates any Intellectual Property Rightsrights of any Person; (vii) the consummation of the Transactions will not alter, encumber, impair or extinguish any Company Intellectual Property nor will it, pursuant to any Contract to which the Company or any of its Subsidiaries is party, encumber any Intellectual Property owned by or licensed to Parent or any of its Affiliates; (viii) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Trade Secrets and source code included in the Company Intellectual Property and no such Trade Secrets or source code has been disclosed other than to employees, representatives and agents of the Company or any of its Subsidiaries all of whom are bound by written confidentiality agreements; (ix) none of the software included in the Company Intellectual Property is subject to any agreement with any Person under which the Company or any of its Subsidiaries has deposited, or could be required to deposit, into escrow the source code of such software, except for arrangements requiring the release of such source code solely for reasons of cessation to exist or bankruptcy of the Company or any of its Subsidiaries, and no such source code has been released to any Person by any escrow agent or is entitled to be released to any Person, by any escrow agent as a result of the Transactions; (x) the consummation of the Transactions will not trigger the release of any source code of any software included in the Company Intellectual Property; (xi) the Company and its Subsidiaries have entered into binding, written agreements with the current and former employees or and independent contractors engaged of the Company and its Subsidiaries who have participated in the development of any material Intellectual Property Rights for or on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement of its Subsidiaries, whereby such employees or and independent contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a any of its Subsidiaries any ownership interest and right they may have in all such Intellectual Property; (xii) neither the Company Subsidiarynor any of its Subsidiaries has, and to the knowledge of the Company (A) used or incorporated any material proprietary source code included in the Company Intellectual Property in a manner that would require the Company or any of its Subsidiaries to deliver any such source code to any Third Party pursuant to any Open Source License, or (B) licensed, distributed or used any software subject to an Open Source License in material breach of the terms of any Open Source License or in a manner that does not materially comply with the internal policies of the Company or its Subsidiaries with respect to the licensing, distribution or use of software subject to an Open Source License; (xiii) the IT Assets owned by, or licensed or leased to, the Company and its Subsidiaries (the “Company IT Assets”) operate and perform in a manner that permits the Company and its Subsidiaries to conduct their respective businesses as currently conducted and, to the knowledge of the Company’s knowledge no such agreement , there has been breached no breach, or violatedunauthorized use, access, interruption, modification or corruption of the Company IT Assets (or any information and transactions stored or contained therein or transmitted thereby); and (viiixiv) the Company and its Subsidiaries have taken reasonable actions, consistent with current industry standards, to protect the confidentiality, integrity and security of the Company Subsidiaries IT Assets (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption and have usedimplemented reasonable backup, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)disaster recovery, business continuity and encryption technology consistent with industry practices.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: as disclosed in or specifically contemplated by Disclosure Documents, (i) the Company and each Company its Subsidiary own or have a obtained valid license to use any and all enforceable licenses or options for the inventions, patent applications, patents, inventionstrademarks (both registered and unregistered), copyrightstradenames, know how (including copyrights and trade secrets necessary for the conduct of the Company's and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data the Subsidiary's respective businesses as currently conducted and other worldwide intellectual property or similar proprietary rights, including any as the Disclosure Documents indicate the Company and all registrations and applications for registration thereof and any and all goodwill associated therewith its Subsidiary contemplate conducting (collectively, “the "Intellectual Property"); and (ii) to the Company's knowledge (for each of the following subsections (a) through (e)): (a) there are no third parties who have any ownership rights to any Intellectual Property Rights”)that is owned by, or has been licensed to, the Company or the Subsidiary for the product indications described in each case, used in the Disclosure Documents that would preclude the Company or reasonably necessary to the conduct of Subsidiary from conducting their respective businesses as currently conducted; (ii) conducted and as the Disclosure Documents indicate the Company and the Subsidiary contemplate conducting, except for the ownership rights of the owners of the Intellectual Property Rights owned licensed or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned optioned by the Company or the Company Subsidiaries, in each case free and clear Subsidiary; (b) there are currently no sales of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course any products that would constitute an infringement by third parties of business, (iii) the Company Owned any Intellectual Property Rights andowned, to the Company’s knowledge, the Intellectual Property Rights licensed to or optioned by the Company or any Company the Subsidiary, are valid, subsisting and enforceable, and ; (c) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by a third party (A) others challenging the validityrights of the Company or the Subsidiary in or to any Intellectual Property owned, licensed or optioned by the Company or the Subsidiary, other than non-material claims; (d) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope or enforceability of any such Intellectual Property Rights owned, licensed or optioned by the Company or the Subsidiary, other than non-material claims; and (Be) alleging there is no pending or threatened action, suit, proceeding or claim by others that the Company or the Subsidiary infringes or otherwise violates any Company Subsidiary has infringedpatent, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringementtrademark, misappropriation copyright, trade secret or other violation proprietary right of Intellectual Property Rights; (v) to the Company’s knowledgeothers, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)other than non-material claims.

Intellectual Property. Except (a) The Company and its Subsidiaries own, license, sublicense or otherwise possess respects legally enforceable rights to use all Intellectual Property necessary to conduct the extent it would not be reasonably expected to have a Material Adverse Effect: (i) business of the Company and each Company Subsidiary own or have a valid license to use any and all patentsits Subsidiaries, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, Liens (other than non-exclusive licenses granted in the ordinary course of businessbusiness or Permitted Liens), (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all material Intellectual Property developed for the Company Owned or any of its Subsidiaries by any employees, contractors and consultants of the Company or any of its Subsidiaries is exclusively owned by the Company or one of its Subsidiaries, free and clear of all Liens (other than non-exclusive licenses granted in the ordinary course of business or Permitted Liens). (b) All Registered Intellectual Property Rights owned by the Company or any of its Subsidiaries is subsisting and has not expired or been cancelled or abandoned and, to the Company’s knowledgeKnowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting is valid and enforceable, and there is no pending orexcept, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledgeKnowledge, no third party is infringing, misappropriating or otherwise violating or misappropriating any of the Company Intellectual Property in any material respect. (c) The execution and delivery of the Transaction Agreements to which the Company is a party by the Company and the consummation of the transactions contemplated hereby and thereby will not result in, the breach of, or create on behalf of any third party the right to terminate or modify, (i) any license or other agreement relating to any Intellectual Property owned by the Company or any of its Subsidiaries (the “Company Intellectual Property”), or (ii) any license, sublicense and other agreement as to 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 Intellectual Property, excluding generally commercially available, off-the-shelf software programs licensed for a license fee of less than $50,000 in the aggregate (the “Third Party Intellectual Property”), except, in either case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Schedule 3.12(d), to the Company’s Knowledge, the conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated violated or otherwise violated, constituted a misappropriation of any Company Owned Intellectual Property Rights; (vi) of any third party and as currently conducted does not infringe, violate or constitute a misappropriation of any Intellectual Property of any third party, except, in either case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.12(d), neither the Company nor any Company Subsidiary infringesof its Subsidiaries (i) has received any written claim or notice alleging any such infringement, misappropriates violation or otherwise violatesmisappropriation, or (ii) has infringedbeen or is subject to any settlement, misappropriated order, decree, injunction, or otherwise violatedstipulation imposed by any Governmental Entity that may affect the use, any validity or enforceability of Company Intellectual Property. (e) The Company and its Subsidiaries take all reasonable actions respects to protect the Company Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, protect and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain preserve the confidentiality of all information intended their trade secrets, including disclosing trade secrets to a third party only where such third party is bound by a confidentiality agreement, except as would not, individually or in the aggregate, reasonably be maintained as expected to have a trade secret (including proprietary confidential software source code)Material Adverse Effect.

Intellectual Property. (a) Except to the extent it as would not be reasonably expected to have have, individually or in the aggregate, a Partnership Material Adverse Effect: , either the Partnership or a Partnership Subsidiary (i) is the Company sole and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear exclusive owner of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such all Partnership Intellectual Property Rights and (ii) has valid and enforceable rights, pursuant to a valid written contract, to use all Partnership Licensed Intellectual Property as the same is used for the conduct of the respective business of the Partnership and the Partnership Subsidiaries currently conducted, in each case (i) and (ii), free and clear of all Liens (other than Partnership Permitted Liens). Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, the Partnership Intellectual Property and such Partnership Licensed Intellectual Property collectively constitute all material Intellectual Property necessary and sufficient for the conduct of the respective business of the Partnership and the Partnership Subsidiaries as currently conducted. Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (A) as of the entry into this Agreement, there are no pending or threatened claims by any person alleging infringement, misappropriation or other violation by the Partnership or any of the Partnership Subsidiaries of any Intellectual Property of any person, or challenging the ownership, use, validity or enforceability of any Partnership Intellectual Property, (B) the conduct of the respective business of the Partnership and the Partnership Subsidiaries has not infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate, any Intellectual Property of any person, (C) as of the entry into this Agreement, neither the Partnership nor any of the Partnership Subsidiaries has made any claim of infringement, misappropriation, or other violation by any person of the Partnership’s or any of the Partnership Subsidiaries’ rights to or in connection with any Partnership Intellectual Property, (D) to the Company knowledge of the Partnership, no person has infringed, misappropriated, or a Company Subsidiaryotherwise violated, or is infringing, misappropriating or otherwise violating, any Partnership Intellectual Property, and (E) the Partnership and each of the Partnership Subsidiaries take and have taken commercially reasonable measures to protect the confidentiality and value of all Trade Secrets included in the Partnership Intellectual Property and Partnership Licensed Intellectual Property. (b) Neither the Partnership nor any of the Partnership Subsidiaries own any proprietary software that is material to the Company’s knowledge no such agreement has been breached or violated; and (viii) conduct of the Company respective business of the Partnership and the Company Partnership Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)currently conducted.

Intellectual Property. (a) Section 4.17(a) of the Sellers Disclosure Letter sets forth, as of the date hereof, a complete list of all Owned Intellectual Property that is the subject of an application or registration. (b) Except to the extent it as would not reasonably be reasonably expected to have a Business Material Adverse Effect: (i) the Company and each Company , an Acquired Subsidiary own or have a valid license to use any and owns all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”)and has a valid right to use all Licensed Intellectual Property, are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictionsLiens, other than non-exclusive licenses granted Permitted Liens. (c) Except as set forth in Section 4.17(c) of the ordinary course of businessSellers Disclosure Letter, (iiii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no litigation pending or, to the Company’s knowledgeKnowledge of Sellers, threatened actionagainst any Seller or Acquired Subsidiary that involves a claim (A) alleging that the operation of the Business infringes, suitmisappropriates, proceeding dilutes or otherwise violates a third party's Intellectual Property rights, or (B) challenging the ownership, use, validity, enforceability or registrability of any Acquired Intellectual Property and (ii) there is no basis for a claim by of infringement, misappropriation, dilution or other violation of a third party's Intellectual Property rights, whether the claim has been asserted or is unasserted, regarding any of the Owned Intellectual Property and, to the Knowledge of Sellers, there is no basis for a claim of infringement, misappropriation, dilution or other violation of a third party's Intellectual Property rights, whether the claim has been asserted or is unasserted, regarding any of the Licensed Intellectual Property. (d) Except as set forth in Section 4.17(d) of the Sellers Disclosure Letter, no Seller or Affiliate has brought or, to the Knowledge of Sellers, threatened a claim against any third party (A) challenging the validityalleging infringement, scope misappropriation, dilution or enforceability other violation of (i) any such material Owned Intellectual Property Rights Property, or (ii) except as would not reasonably be expected to have a Business Material Adverse Effect on any non-material Owned Intellectual Property, or (B) alleging that challenging any such third party's ownership or use of, or the Company validity, enforceability or registrability of, such third party's Intellectual Property, and, to the Knowledge of Sellers, there is no basis for a claim regarding any Company of the foregoing. (e) Except as would not reasonably be expected to have a Business Material Adverse Effect, to the Knowledge of Sellers, no Acquired Subsidiary is in material breach of any agreement for the provision or use of Licensed Intellectual Property. (f) Each Acquired Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title established and interest in and to such Intellectual Property Rights to the Company or maintains a Company Subsidiarycommercially reasonable security program, and to the Company’s knowledge no is in substantial compliance with such agreement has been breached or violated; and program. (viiig) the Company and the Company Subsidiaries use, and have used, Each Acquired Subsidiary utilizes commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential available anti-virus software source code)in accordance with industry standards.

Intellectual Property. Except to as set forth in Section 2.8 of the extent it would not be reasonably expected to have a Material Adverse Effect: Nova Disclosure Letter: (a) To the knowledge of Nova, (i) the Company operation of the business of Nova and each Company Subsidiary of its Subsidiaries as currently conducted, including their products and services, does not infringe or misappropriate in any material respect the Intellectual Property (defined below) of any third party or constitute unfair competition or unfair trade practices under the laws of any jurisdiction, and (ii) Nova and its Subsidiaries own or have a valid license possess sufficient rights to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “material Intellectual Property Rights”), in each case, used in or reasonably necessary to for the conduct operation of their businesses as currently conducted; . (iib) Neither Nova nor any of its Subsidiaries have received any written notice from any third party as of the date hereof, and, to the knowledge of Nova, there is no other assertion or pending threat from any third party, that the operation of the business of Nova or any of its Subsidiaries as currently conducted, or any of their products or services, infringes or misappropriates the Intellectual Property Rights of any third party or constitutes unfair competition or unfair trade practices under the laws of any jurisdiction. Neither Nova nor any its Subsidiaries have brought or have been a party to any suits, arbitrations or other adversarial proceedings with respect to a third party’s Intellectual Property that remain unresolved. (c) To the knowledge of Nova, as of the date hereof, no person is infringing or misappropriating any material Intellectual Property owned or purported to be owned exclusively licensed by the Company Nova or any Company Subsidiary (the “Company Owned of its Subsidiaries. Neither Nova nor any its Subsidiaries have brought or have been a party to any suits, arbitrations or other adversarial proceedings with respect to their Intellectual Property Rights”)against any third party that remain unresolved. (d) Nova and its Subsidiaries are not subject to any judgment, are solely order, writ, injunction or decree of any court or any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, which restricts or impairs the use of any material Intellectual Property of Nova and its Subsidiaries. The Intellectual Property owned or exclusively owned licensed by the Company or the Company Subsidiaries, in each case Nova is free and clear of any Liens. (e) To the knowledge of Nova, Nova and each of its Subsidiaries are in compliance in all liensmaterial respects with, defects or similar encumbrances and have not breached in any material respect any term of any contracts, licenses or other restrictions, other than non-exclusive licenses agreements in which Nova and its Subsidiaries have granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated received any Intellectual Property Rights (“Nova IP Agreements”). To the knowledge of Nova, all third parties to such Nova IP Agreements are in compliance in all material respects with, and have not breached in any material respect, any of their terms. (f) The Merger will not result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Nova’s rights or obligations or alter the rights or obligations of any third party; (iv) neither party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the Company nor creation of a Lien on any Company Subsidiary has received of the properties or assets of Nova or any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violatedits Subsidiaries pursuant to, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code).material Nova IP

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its Subsidiaries own or possess, have a valid license to, or can acquire rights to use any and all (whether by ownership or license) on reasonable terms, adequate patents, inventionspatent applications, copyrights, technology, data, know how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, trade names, domain names, software, data and names or other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property RightsProperty”), in each case, used in or reasonably ) necessary to carry on the conduct business now operated by them and, to the knowledge of their businesses the Company, as currently conducted; proposed to be conducted by the Company and its Subsidiaries as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. Neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of (iii) the any infringement, misappropriation or other violation of any Intellectual Property Rights owned or purported to be owned rights of any third party by the Company or any Company Subsidiary of its Subsidiaries or (the “Company Owned ii) any facts or circumstances which would render, in whole or in part, any Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights exclusively licensed to the Company or any of its Subsidiaries (such Intellectual Property, the “Company Subsidiary, are valid, subsisting and enforceableIntellectual Property”) invalid or unenforceable, and which infringement, misappropriation or violation (in the event of any unfavorable decision, ruling or finding by a competent Government Entity) or finding of invalidity or unenforceability, singly or in the aggregate, would result in a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or violation of any Company Intellectual Property by third parties. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party party: (A) challenging the validity, scope Company’s rights in or enforceability of to any such Company Intellectual Property Rights or Property; (B) alleging challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary its Subsidiaries infringes, misappropriates or otherwise violates, or has infringedwould, misappropriated upon the commercialization of any product or service under development as described in the General Disclosure Package, infringe, misappropriate or otherwise violatedviolate, any Intellectual Property Rights; (vii) rights of such third parties in any material respect. The Company and its Subsidiaries have complied in all employees material respects with the terms of each agreement pursuant to which material Intellectual Property has been licensed to the Company or contractors engaged its Subsidiaries, and, to the Company’s knowledge, no Intellectual Property has been obtained or is being used by the Company in violation of any material contractual obligations binding on the Company or in violation of any contractual rights of any person and, to the Company’s knowledge, all such agreements are in full force and effect. All issued or granted Company Intellectual Property has been duly maintained in all material respects and is in full force and effect and, to the Company’s knowledge, there are no material defects in any of the Company Intellectual Property. Each person who is or was an employee or contractor of the Company or its Subsidiaries and who is or was involved in the creation or development of any Intellectual Property Rights for or on behalf of the Company or any its Subsidiaries has signed an agreement containing an assignment to the Company Subsidiary have executed an invention assignment agreement whereby or its Subsidiaries of such employees or contractors presently assign all of their right, title and interest person’s rights in and to such Intellectual Property Rights to the Company or a Company Subsidiaryand, and to the Company’s knowledge knowledge, no such agreement has been breached employee or violated; and (viii) contractor of the Company and or its Subsidiaries is in or has ever been in violation of any material term of any agreement or 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 useor actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has taken reasonable steps to protect, maintain and have usedsafeguard its rights and licenses under material Intellectual Property owned by or licensed to the Company, commercially reasonable efforts to appropriately maintain including the execution of appropriate nondisclosure and confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)agreements.

Intellectual Property. Except to as otherwise described in, or incorporated by reference into, the extent it Registration Statement, Prospectus or Disclosure Package or as would not reasonably be reasonably expected to have to, individually or in the aggregate, result in a Material Adverse Effect: , (i) the Company and each Company Subsidiary its Subsidiaries own or have a valid license possess, or can promptly acquire on reasonable terms, ownership, licenses or other legal rights to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, tradenames, copyrights, trade names, domain names, software, data and secrets or other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith rights (collectively, “Intellectual Property Rights”), in each case, used in or reasonably ) necessary to the conduct of for their respective businesses as currently now conducted; , (ii) the Company believes it and its Subsidiaries have taken commercially reasonable steps necessary to establish and preserve their respective ownership of all Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of businessits Subsidiaries that is necessary for their respective businesses as now conducted, (iii) the Company Owned Intellectual Property Rights and, to the knowledge of the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of the Intellectual Property Rights; Rights owned by the Company or any of its Subsidiaries by any third party, (iv) to the knowledge of the Company, the present business, activities and products of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person or entity, (v) to the knowledge of the Company’s knowledge, there is no proceeding pending or threatened in writing, charging the Company or any of its Subsidiaries with infringement, misappropriation or other violation of any Intellectual Property Rights adversely held by a third party is infringingwhich has been filed, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither to the Company nor any Company Subsidiary infringesknowledge of the Company, misappropriates no proceedings have been instituted or otherwise violatesare pending or threatened in writing, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in which challenge the development of Intellectual Property Rights on behalf rights of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and its Subsidiaries to such use the Intellectual Property Rights owned by or licensed to the Company or a its Subsidiaries, and (vii) the Intellectual Property Rights owned by and, to the knowledge of the Company, licensed, to the Company Subsidiaryand its Subsidiaries, has not been adjudged invalid or unenforceable in whole or in part and to the knowledge of the Company’s knowledge , there is no pending or threatened in writing proceeding by others challenging the validity or scope of any such agreement has been breached or violated; and (viii) the Company Intellectual Property Rights, and the Company Subsidiaries use, and have used, commercially reasonable efforts is unaware of any facts which are reasonably likely to appropriately maintain the confidentiality of all information intended to be maintained as form a trade secret (including proprietary confidential software source code)basis for any such claim.

Intellectual Property. (a) Except to as would not, individually or in the extent it would not be reasonably expected to aggregate, have a Company Material Adverse Effect: (i) the Company and each Company Subsidiary own or have a valid license to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, used in or reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company or any Company a Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and thereof exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of owns all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to the Owned Intellectual Property, free and clear of all Encumbrances (except for Permitted Encumbrances), and is entitled to use such Owned Intellectual Property Rights to conduct the business of the Company or its Subsidiaries as it is currently conducted. The Company and each Subsidiary of the Company has valid and enforceable rights to use all other Intellectual Property used in, or necessary to conduct, the business of the Company or its Subsidiaries as it is currently conducted, free and clear of all Encumbrances (except for Permitted Encumbrances) (together with the Owned Intellectual Property, the “Company Intellectual Property”). (b) Except as would not, individually or in the aggregate, have a Company SubsidiaryMaterial Adverse Effect, and neither the Company nor any of its Subsidiaries has received written notice of any claim that it, or the business conducted by it, is infringing, diluting or misappropriating or has infringed, diluted or misappropriated any Intellectual Property right of any Person, including any demands or unsolicited offers to license any Intellectual Property. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor the business conducted by the Company or any of its Subsidiaries infringes, dilutes or misappropriates or has infringed, diluted or misappropriated any Intellectual Property rights of any Person; provided, that, this representation shall be subject to the Knowledge of the Company with respect to patent rights of any Person. To the Knowledge of the Company’s knowledge , no such agreement has been breached third party is currently infringing, diluting or violated; misappropriating the Owned Intellectual Property in any material respect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, all of the Company Intellectual Property is valid and enforceable. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, there are no pending or, to the Knowledge of the Company, threatened, Actions by any Person challenging the validity or enforceability of, or the use or ownership by the Company or any of its Subsidiaries of, any of the Company Intellectual Property. To the Knowledge of the Company, no loss or expiration of any of the Company Intellectual Property is threatened, pending or reasonably foreseeable, except for patents expiring at the end of their statutory terms. (viiid) To the Knowledge of the Company, the Company and the Company its Subsidiaries use, have taken all actions reasonably necessary to maintain and have used, commercially reasonable efforts to appropriately maintain the confidentiality protect each material item of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Owned Intellectual Property.

Intellectual Property. Except to the extent it would not be reasonably expected to have a Material Adverse Effect: (i) the The Company and each Company Subsidiary its subsidiaries own or have a valid license the right to use any and all patents, patent rights, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions, copyrightsregistered and unregistered copyrights (including copyrights in software), know how intellectual property rights in technology and software, data, knowhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes systems or procedures), trademarks, service marks, business names, trade names, logos, slogans, trade dress, design rights, Internet domain names, softwaresocial media accounts, data any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, rights to publicity and privacy and/or other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property RightsProperty”), in each case, ) used in or reasonably necessary to for the conduct of their businesses as currently conductedrespective businesses; (ii) the Company and its subsidiaries’ conduct their respective businesses in a manner that does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned or purported to be owned by the Company or of any Company Subsidiary (the “Company Owned Intellectual Property Rights”), are solely and exclusively owned by the Company or the Company Subsidiaries, in each case free and clear of all liens, defects or similar encumbrances or other restrictions, other than non-exclusive licenses granted in the ordinary course of business, person; (iii) the Company Owned and its subsidiaries have not received any written notice of, or are otherwise aware of, any claim relating to Intellectual Property, including any claim alleging any infringement, misappropriation or other violation of, or conflict regarding, any Intellectual Property Rights andof a third party, and the Company and its subsidiaries are unaware of any fact which would form a reasonable basis for any such claim; and (iv) to the knowledge of the Company’s knowledge, the Intellectual Property Rights of the Company and its subsidiaries are not being and has not been infringed, misappropriated or otherwise violated by any person and there is no pending or threatened action, suit, proceeding or claim by the Company or its subsidiaries against a third party regarding the foregoing. (I) The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, (II) neither the Company nor its subsidiaries have received any written notice alleging any such noncompliance, and (III) all such agreements are in full force and effect. All Intellectual Property owned by or exclusively licensed to the Company Subsidiary(such Intellectual Property, are the “Company Intellectual Property”) is valid, subsisting and enforceable, enforceable and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by a any third party (A) challenging the validity, ownership, registrability, scope or enforceability of any Company Intellectual Property and the Company and its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim. All Company Intellectual Property has been duly maintained and is in full force and effect, and all actions or fees necessary to prosecute or maintain the Company Intellectual Property have been timely taken, met or paid and there are no material defects in any of the Company Intellectual Property. Each person who is or was an employee or contractor of the Company or its subsidiaries and who is, was or, in the case of current employees and contractors, is reasonably expected to be involved in the creation or development of any Intellectual Property for or on behalf of the Company has executed a valid, written agreement containing an effective, present and valid assignment to the Company or its subsidiaries of such person’s rights in and to such Intellectual Property. The Company is not aware of any violation by any current or former employee of the Company or its subsidiaries of any term of any agreement or covenant to or with a former employer of such employee 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. The Company has taken all reasonable steps necessary to maintain the confidentiality of the trade secrets and other confidential Intellectual Property used in connection with the business of the Company and its subsidiaries, and the confidentiality of such trade secrets and confidential Intellectual Property has not been compromised in such a matter would deprive the Company’s trade secrets from the protections afforded to trade secrets under the applicable law, or which would preclude the Company from enforcing confidentiality obligations against persons who have agreed, or otherwise have a duty to, maintain the confidentiality of such material confidential Intellectual Property. No Intellectual Property has been obtained or is being used by the Company or its subsidiaries in violation of any material contractual obligations binding on the Company or its subsidiaries in violation of any contractual rights of any person. No university, military, educational institution, research center, governmental entity or other organization has funded, sponsored or contributed to research and development conducted in connection with the business of the Company or its subsidiaries that (1) has any claim of right to, ownership of or other lien on any Intellectual Property Rights or (B2) alleging that would affect the Company or proprietary nature of any Company Subsidiary has infringed, misappropriated or violated any Intellectual Property Rights of any third party; (iv) neither or restrict the Company nor any Company Subsidiary has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf ability of the Company or its subsidiaries to enforce, license or exclude others from using any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or a Company Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality of all information intended to be maintained as a trade secret (including proprietary confidential software source code)Property.

Intellectual Property. Except to Section 3.18 of the extent it Company Disclosure Letter lists all patents, patent applications, registrations of or applications for trademarks, trade names and service marks, and registered copyrights and applications therefor, if any, owned by the Company or any of its Subsidiaries as of the date of this Agreement, the absence of which would not be reasonably expected to have a Company Material Adverse Effect: . Except as would not have a Company Material Adverse Effect, (i) the Company and each Company Subsidiary own of its Subsidiaries owns, or have a valid license is licensed or otherwise has the right to use any and all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, processes or procedures), trademarks, service marks, trade names, domain names, software, data and other worldwide intellectual property or similar proprietary rights, including any and all registrations and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property Rights”), in each case, free and clear of any Liens), all Intellectual Property used in or reasonably and necessary to the conduct of their businesses carry on its business as currently presently being conducted; (ii) none of the Company or any of its Subsidiaries is infringing on or otherwise violating the rights of any Person with regard to any Intellectual Property Rights owned by, licensed to or purported to be owned otherwise used by the Company or any of its Subsidiaries, and the Company Subsidiary (and each of its Subsidiaries is in compliance with the “Company Owned Intellectual Property Rights”)terms of all material licenses, are solely agreements and exclusively owned by contracts pursuant to which the Company or such Subsidiary has the Company Subsidiaries, in each case free and clear of all liens, defects right to use any Intellectual Property owned or similar encumbrances or developed by any other restrictions, other than non-exclusive licenses granted in the ordinary course of business, Person; (iii) the Company Owned Intellectual Property Rights and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company or any Company Subsidiary, are valid, subsisting and enforceable, and there is no suit, claim, action, investigation or proceeding pending or, to the Company’s knowledgeKnowledge, threatened actionwith respect to, suitand the Company has not been notified of, proceeding or claim any possible infringement by a third party (A) challenging the validity, scope or enforceability of any such Intellectual Property Rights or (B) alleging that the Company or any Company Subsidiary has infringed, misappropriated or violated of its Subsidiaries on the rights of any Person with regard to any Intellectual Property Rights of any third party; (iv) neither owned by, licensed to or otherwise used by the Company nor or any Company Subsidiary has received any written notice alleging any infringementof its Subsidiaries and, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledgeKnowledge, no third party Person is infringing, misappropriating infringing on or otherwise violating or has infringed, misappropriated or otherwise violated, any Company Owned Intellectual Property Rights; (vi) neither the Company nor any Company Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf right of the Company or any Company Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and its Subsidiaries with respect to such any Intellectual Property Rights owned by, licensed to or otherwise used by the Company or a any of its Subsidiaries; and (iv) the Company Subsidiaryand each of its Subsidiaries has taken commercially reasonable steps to protect their Intellectual Property and their rights thereunder, and to the Company’s knowledge Knowledge no rights to such agreement has Intellectual Property have been breached lost, diluted or violated; and (viii) otherwise impaired or are in jeopardy of being lost, diluted or otherwise impaired through failure to act by the Company and the Company Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain the confidentiality or any of all information intended to be maintained as a trade secret (including proprietary confidential software source code)its Subsidiaries.