Common use of Patents and Other Intangible Assets Clause in Contracts

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 hereto, the Company ------------- (i) owns or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on the Company. (b) The Company owns or has the right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor), including without limitation the Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- it is presently conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.

Patents and Other Intangible Assets. (a) Except as disclosed set forth on Schedule 5.17 hereto4.15, the Company ------------- and its Subsidiaries (i) owns own or has have the right to use use, free and clear of any lien, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively, "Encumbrances"), and any other claim or restriction, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business their businesses as now conducted and or proposed to be conductedconducted (all of which are set forth on Schedule 4.15), (ii) to the Company's knowledge, is are not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service mark, ▇▇▇▇, trade ade name, copyright or license with respect thereto, and (iii) are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mark, ▇▇ade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of their businesses or otherwise, except in each case where such infringement would it could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (b) The Company and/or one or more of its Subsidiaries owns or and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, computer programs and technical data, computer software (in both source code and object code forms data and all documentation therefor)information that derives independent economic value, including without limitation actual or potential, from not being generally known or known by competitors and which the Operational Software (as hereinafter defined) Company and its Subsidiaries have taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct development, manufacture, operation and sale of all products and services sold or proposed to be sold by the Company's businessCompany or any of its Subsidiaries, as -------- it is presently conducted, in each case free and clear of any right, Lien Encumbrance or claim of others, including without limitation former employers of its employees; provided, except for rights reserved by however, that the licensors possibility exists that other Persons, completely independently of such intellectual property and rights granted by the Company pursuant and its Subsidiaries or their employees or agents, could have developed trade secrets or items of technical information similar or identical to license, publishing those of the Company and distribution agreements, its Subsidiaries. The Company and except where its Subsidiaries are not aware of any such right, lien development of similar or claim would not have a Material Adverse Effect on the Companyidentical trade secrets or technical information by others. (c) Since its their organization, the Company has and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.all

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 hereto, the Company ------------- (i) ------------- owns or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on the Company. (b) The Company owns or has the right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor), including without limitation the Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- it is presently conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 hereto, the The Company ------------- (i) owns or has the right to use use, free and clear of all Liens, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and or proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright or license with respect thereto, where such infringement would have and (iii) except for the obligation to pay $7,000 to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to a Material Adverse Effect on December 3, 1997 agreement with the Company, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service ▇▇▇▇, trade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of its business or otherwise. (b) The Company owns or and has the unrestricted right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor, except for third-party licensed software as shown on Annex 5.29A), including without limitation the Fully Operational Software (as hereinafter defined) ), and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors and which the Company has taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- it is presently conducted and as it is proposed to be conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoingSince its organization, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees and other Persons who, either alone or in concert with others, developed, invented, discovered, derived, programmed or designed intellectual property or Inventions, or who has signed an knowledge of or access to information about intellectual property or Inventions, has entered into a written agreement with the Company substantially in which provides that (i) this intellectual property, other information and Inventions are proprietary to the form provided Company and are not to Investorbe divulged, exceptmisused or misappropriated, in either and (ii) this intellectual property, other information and Inventions are to be disclosed by such case, where employees and such Persons to the failure Company and transferred by them to do so would not have a Material Adverse Effect on the Company, without any further consideration being given therefor by the Company, together with all of such employee's or other Person's right, title and interest in and to such intellectual property, other information and Inventions and all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to such intellectual property, other information and Inventions. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.

Patents and Other Intangible Assets. (a) Except as disclosed set forth on Schedule 5.17 hereto4.15, the Company ------------- and its Subsidiaries (i) owns own or has have the right to use use, free and clear of any lien, pledge, mortgage, security interest, encumbrance or charge of any kind (collectively "Encumbrances"), and any other claim or restriction, all patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business their businesses as now conducted and or proposed to be conductedconducted (all of which are set forth on Schedule 4.15), (ii) to the Company's knowledge, is are not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, internet domain name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on and (iii) are not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service ▇▇▇▇, trade name, internet domain name, copyright or other intangible asset, with respect to the Companyuse thereof or in connection with the conduct of their businesses or otherwise. (b) The Company and/or one or more of its Subsidiaries owns or and has the unrestricted right to use all material product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, computer programs and technical data, computer software (in both source code and object code forms data and all documentation therefor)information that derives independent economic value, including without limitation actual or potential, from not being generally known or known by competitors and which the Operational Software (as hereinafter defined) Company and its Subsidiaries have taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct development, manufacture, operation and sale of all products and services sold or proposed to be sold by the Company's businessCompany or any of its Subsidiaries, as -------- it is presently conducted, in each case free and clear of any right, Lien Encumbrance or claim of others, including without limitation former employers of its employees; provided, except for rights reserved by however, that the licensors possibility exists that other Persons, completely independently of such intellectual property and rights granted by the Company pursuant and its Subsidiaries or their employees or agents, could have developed trade secrets or items of technical information similar or identical to license, publishing those of the Company and distribution agreements, its Subsidiaries. The Company and except where its Subsidiaries are not aware of any such right, lien development of similar or claim would not have a Material Adverse Effect on the Companyidentical trade secrets or technical information by others. (c) Since its organizationExcept as specifically disclosed in the SEC Documents, no director, officer, employee, agent or stockholder of the Company or any of its Subsidiaries owns or has taken reasonable security measures to protect any right in the secrecy, confidentiality and value of all intellectual property of the Company and all Inventions (as defined below). Without limiting the generality of its Subsidiaries, or any patents, trademarks, service marks, trade names, internet domain names, copyrights, licenses or rights with respect to the foregoing, except or any inventions, developments or discoveries used in or necessary for the conduct of the Company's and its Subsidiaries' businesses as now conducted or as proposed to be conducted. (d) Except as set forth on Schedule 5.174.15, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development none of the Company or involve any of its Subsidiaries has received any communication alleging or stating that the use Company or any of the Company's timeits Subsidiaries or any employee or agent has violated or infringed, materialor by conducting business as proposed, facilities would violate or infringe, any patent, trademark, service ▇▇▇▇, trade secret informationname, internet domain name, copyright, trade secret, proprietary right, process or other intellectual property of any other Person.

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 hereto, the Company ------------- (i) owns or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service ▇▇▇▇mark, trade name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on the Company. (b) The Company owns or has the right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor), including without limitation the Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- it is presently conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 heretoset forth in SCHEDULE 2.16, the Company ------------- (i) owns or has the right to use use, free and clear of all Liens, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, foregoing used in or necessary for the conduct of its business as now conducted and or proposed to be conducted, (ii) to the Company's knowledge, is not conducted without infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any of the foregoing and (ii) is not obligated or under any liability to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any patent, trademark, service ▇▇▇▇, trade name, copyright or license other intangible asset, with respect thereto, where such infringement would have a Material Adverse Effect on to the Companyuse thereof or in connection with the conduct of its business or otherwise. (b) The To the best knowledge of the Company, the Company owns or and has the unrestricted right to use all product rights, manufacturing rights, trade secrets, if any, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical dataprocesses, computer software (in both source code programs and object code forms technical data and all documentation therefor)information that derives independent economic value, including without limitation the Operational Software actual or potential, from not being generally known or known by competitors (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as collectively, "intellectual ------------ property") required for or incident to the conduct development, operation and sale of all products and services sold by the Company's business, as -------- it is presently conducted, in each case free and clear of any right, Lien or claim of others; PROVIDED, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organizationHOWEVER, the Company has taken reasonable security measures to protect the secrecypossibility exists that other Persons, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development completely independent of the Company or involve the use its employees or agents, could have developed intellectual property similar or identical to that of the Company's time. Except as set forth in SCHEDULE 2.21 hereof, material, facilities the Company is not aware of any such development of substantially identical trade secrets or trade secret informationtechnical information by others. All intellectual property can and will be transferred by the Company to the Surviving Corporation as a result of the Merger and without the consent of any Person other than the Company.

Patents and Other Intangible Assets. (a) Except As used herein, “Intellectual Property” means: (i) patents, patent applications of any kind (including, without limitation, provisional, utility, divisions, continuations, continuations in part and renewal applications and foreign counterparts thereof), inventions, discoveries, inventor’s certificates, and invention disclosures (whether or not patented), and any renewals, extensions, re-examinations, supplementary protection certificates or reissues thereof, in any jurisdiction; (ii) rights in registered and unregistered trademarks, trade names, service marks, brand names, certification marks, trade dress, logos, 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 registration or application; (iii) domain names, uniform resource locators and other names and locators associated with the Internet, and any and all applications or registrations therefor; (iv) all trade secrets, and other confidential information including technology, know how, data, processes, schematics, business methods, formulae, drawings, designs, compositions of matter, techniques, improvements, methods (including manufacturing methods), clinical and regulatory strategies, formulations, manufacturing data and processes specifications, manuals, research and development/clinical proposals and proprietary customer and supplier lists, and all documentation relating to any of the foregoing (“Trade Secrets”); (v) copyrighted and copyrightable writings, published and unpublished writings and other works, whether copyrightable or not, in any jurisdiction, registrations or applications for registration of copyrights in any jurisdiction, designs, schematics and specifications, derivative works in any jurisdiction for the foregoing, and any renewals or extensions thereof or moral rights related thereto; (vi) rights under all agreements, including agreements with any Person, relating to the foregoing; (vii) claims or causes of action arising out of or related to past, present or future infringement or misappropriation of the foregoing; and (viii) any and all other intellectual property or proprietary rights relating to any of the foregoing Schedule 2.17(a) contains a true and complete list of all Intellectual Property (as disclosed on Schedule 5.17 heretodefined below) presently owned, possessed, used or held by the Company (“Company Intellectual Property”), and the Company owns the entire right, title and interest in and to the same, free and clear of all Liens and restrictions, or, in the case of the Company Intellectual Property licensed to the Company, the Company ------------- (i) owns or has the right to use the same. Schedule 2.17(a) also contains a true and complete list of all patents, trademarks, service marks, trade names, copyrights, licenses and rights granted to or by the Company with respect to the foregoing. All Company Intellectual Property (i) is subject to no pending or, used in or necessary for to the conduct of its business as now conducted Company’s knowledge, threatened challenge, and proposed to be conducted, (ii) to can and will be held by the Company's knowledge, Surviving Corporation as a result and immediately following the consummation of the Merger in the same manner and capacity as it is not infringing upon or otherwise acting adversely to held by the right or claimed right Company as of the date hereof and without the consent of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on the Company. (b) The Company owns or has the right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor), including without limitation the Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- it is presently conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on other than the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during Neither the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects execution nor delivery of the CompanyMerger Documents, nor the consummation of the transactions contemplated thereby will give any licensor or relate to the actual or demonstrably anticipated research or development licensee of the Company any right to change the terms or involve provisions of, terminate or cancel, any license to which the use of the Company's time, material, facilities or trade secret informationCompany is a party.

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 hereto, the Company ------------- (i) owns ------------- or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on the Company. (b) The Company owns or has the right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor), including without limitation the Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- it is presently conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's ------------- present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, ---------- developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 hereto, the The Company ------------- (i) owns or has the right to use use, free and clear of all Liens, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and or proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on and (iii) is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service ▇▇▇▇, trade name, copyright or other intangible asset, with respect to the Companyuse thereof or in connection with the conduct of its business or otherwise. (b) The Company owns or and has the unrestricted right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor, except for third-party licensed software as shown on Annex 5.29A), including without limitation the Fully Operational Software (as hereinafter defined) defined in Section 11), and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors and which the Company has taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- it is presently conducted and as it is proposed to be conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoingSince its organization, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees and other Persons who, either alone or in concert with others, developed, invented, discovered, derived, programmed or designed intellectual property or Inventions, or who has signed an knowledge of or access to information about intellectual property or Inventions, has entered into a written agreement with the Company substantially in which provides that (i) this intellectual property, other information and Inventions are proprietary to the form provided Company and are not to Investorbe divulged, exceptmisused or misappropriated, in either and (ii) this intellectual property, other information and Inventions are to be disclosed by such case, where employees and such Persons to the failure Company and transferred by them to do so would not have a Material Adverse Effect on the Company, without any further consideration being given therefor by the Company, together with all of such employee's or other Person's right, title and interest in and to such intellectual property, other information and Inventions and all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to such intellectual property, other information and Inventions. Except as disclosed on Annex 5.18 hereto, no employee or officer of the Company has excluded works or inventions made prior to his or her employment with the Company from such written agreement. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 heretoAll patents and patent rights, the Company ------------- entity models, trademarks and trademark rights, trade names and trade name rights, service marks and service ▇▇▇▇ rights, service names and service name rights, brand names, internet domain names and sub-domains, inventions, processes, formulas, copyrights and copyright rights, trade dress, business and product names, logos, slogans, trade secrets, industrial models, processes, designs, methodologies, computer programs (i) owns or has the right including all source codes), license rights to use packaged software and related documentation, technical information, manufacturing, engineering and technical drawings, know-how and all pending applications for and registrations of patents, entity models, trademarks, service marks, trade namescopyrights and internet domain names and sub-domains (collectively, copyrights, licenses and rights with respect to the foregoing, “Intellectual Property”) used in the business or necessary for businesses of any member of the conduct Group: (i) is owned by the Company or relevant member of its business the Group as now conducted the sole legal and proposed to be conductedbeneficial owner, free of any license or Encumbrance in favor of any other Person (the “Group’s Intellectual Property”); or (ii) to is used by the Company's knowledge, is not infringing upon or otherwise acting adversely to Group in accordance with the right or claimed right terms of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright or a current license with respect thereto, where such infringement would have a Material Adverse Effect on from the Companyowner of that Intellectual Property (“Licensed IP”). (b) The Company owns or has the right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor), including without limitation the Operational Software (as hereinafter defined) (all Each of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident Group’s Intellectual Property that is material to the conduct business or businesses of any member of the Company's business, as -------- it Group is presently conducted, set forth in each case free and clear Section 2.9(c) of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the CompanySchedule II. (c) Since its organizationNone of the Group’s Intellectual Property has been wrongfully or unlawfully acquired by the Group. Each of the registrations (and applications therefor) of the Group’s Intellectual Property is valid. Neither any member of the Group nor any other Person has breached or alleged a breach of any of the licenses under the Licensed IP during the six years preceding the date of this Agreement. The Group’s Intellectual Property, and the validity or subsistence of the Group’s right, title and interest therein, is not the subject of any current, pending or threatened challenge, claim or proceedings, including for opposition, cancellation, revocation or rectification, and has not during the periods of six years prior to the Closing been the subject of any challenge, claim or proceeding, and to the Knowledge of each Warrantor there are no facts or matters that might give rise to any such challenge, claim or proceeding. The Group has taken commercially reasonable efforts to preserve the Group’s Intellectual Property and without limitation, all renewal fees regarding the Group’s Intellectual Property due on or before the Closing have been paid in full. No member of the Group has entered into any agreement, arrangement or understanding (whether legally enforceable or not) for the licensing, or otherwise permitting the use or exploitation, of the Group’s Intellectual Property or that prevents, restricts or otherwise inhibits the Group’s freedom to use and exploit the Group’s Intellectual Property. To the Knowledge of each Warrantor, none of the Group’s Intellectual Property is currently being infringed by any third party or has been so infringed during the six-year periods preceding the Closing and no third party has threatened any such infringement. No third party has, during the two years preceding the date of this Agreement made, threatened or brought any challenge, claim or proceedings in relation to the Group’s use of the Licensed IP (and to each Warrantor’s Knowledge there are no facts or matters that might give rise to any such challenge, claim or proceedings). The carrying on of the Group’s business or businesses as presently constituted does not require any licenses or consents from (except for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software and for Licensed IP), or the making of royalty or similar payments to, any third party, and to the Knowledge of the Warrantors no member of the Group uses or needs to use any processes or is engaged in any activities that infringe any Intellectual Property belonging to any third party and no member of the Group has within the six years preceding this Agreement used any Intellectual Property in a way that has infringed or infringes the Intellectual Property rights of a third party. No Warrantor has any Knowledge that that any employees of any Group member is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court, that would interfere with the use of such employees’ best efforts to promote the interest of the Group or that would conflict with the Group’s business as conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Group’s business by the employees of the Group as conducted will, to the Knowledge of each Warrantor, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated. To the Knowledge of each Warrantor, it is not and will not be necessary to use any inventions of any of employees of any Group member (or persons it currently intends to hire) made prior to their employment with the Group. Each Founder and each officer or employee of any Group Company who has developed any Intellectual Property in the course of his or her employment or service with the Group has, where necessary, validly assigned to the Company has taken reasonable security measures or WFOE all rights, title and interest that he or she may have in or to protect the secrecy, confidentiality and value of all intellectual property and all Inventions any such Intellectual Property. (as defined below). Without limiting the generality d) No member of the foregoingGroup has entered into any agreement, except other than as set forth on Section 2.9(d) of Schedule 5.17II and provided to the Investors or their counsel, each to indemnify any other person against any charge of ------------- infringement or misappropriation of any Group’s Intellectual Property. (e) Each Group Company has taken all reasonably necessary action to protect and preserve (i) the Company's present employees has signed an agreement with the Company validity and enforceability of trade and service marks and associated goodwill included in the form provided Group’s Intellectual Property; (ii) the enforceability of copyrights and the confidentiality, validity and enforceability of pending patent applications included in the Group’s Intellectual Property; (iii) the validity and enforceability of patents included in the Group’s Intellectual Property; and (iv) the confidentiality and enforceability of trade secrets and the confidentiality of other proprietary information included in the Group’s Intellectual Property. (f) There is no agreement pursuant to Investor, and each which any current or former employee or consultant of any Group Company has rights to any part of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret informationGroup’s Intellectual Property.

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 hereto, the Company ------------- (i) owns ------------- or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on the Company. (b) The Company owns or has the right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor), including without limitation the Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- it is presently conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's ------------- present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, ---------- developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.

Patents and Other Intangible Assets. (a) Except As used herein, "Intellectual Property" means: (i) patents, patent applications of any kind (including, without limitation, provisional, utility, divisions, continuations, continuations in part and renewal applications and foreign counterparts thereof), inventions, discoveries, inventor's certificates, and invention disclosures (whether or not patented), and any renewals, extensions, re-examinations, supplementary protection certificates or reissues thereof, in any jurisdiction; (ii) rights in registered and unregistered trademarks, trade names, service marks, brand names, certification marks, trade dress, logos, 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 registration or application; (iii) domain names, uniform resource locators and other names and locators associated with the Internet, and any and all applications or registrations therefor; (iv) all trade secrets, and other confidential information including technology, know how, data, processes, schematics, business methods, formulae, drawings, designs, compositions of matter, techniques, improvements, methods (including manufacturing methods), clinical and regulatory strategies, formulations, manufacturing data and processes specifications, manuals, research and development/clinical proposals and proprietary customer and supplier lists, and all documentation relating to any of the foregoing ("Trade Secrets"); (v) copyrighted and copyrightable writings, published and unpublished writings and other works, whether copyrightable or not, in any jurisdiction, registrations or applications for registration of copyrights in any jurisdiction, designs, schematics and specifications, derivative works in any jurisdiction for the foregoing, and any renewals or extensions thereof or moral rights related thereto; (vi) rights under all agreements, including agreements with any Person, relating to the foregoing; (vii) claims or causes of action arising out of or related to past, present or future infringement or misappropriation of the foregoing; and (viii) any and all other intellectual property or proprietary rights relating to any of the foregoing Schedule 2.17(a) contains a true and complete list of all Intellectual Property (as disclosed on Schedule 5.17 heretodefined below) presently owned, possessed, used or held by the Company ("Company Intellectual Property"), and the Company owns the entire right, title and interest in and to the same, free and clear of all Liens and restrictions, or, in the case of the Company Intellectual Property licensed to the Company, the Company ------------- (i) owns or has the right to use the same. Schedule 2.17(a) also contains a true and complete list of all patents, trademarks, service marks, trade names, copyrights, licenses and rights granted to or by the Company with respect to the foregoing. All Company Intellectual Property (i) is subject to no pending or, used in or necessary for the conduct of its business as now conducted and proposed to be conducted, (ii) to the Company's knowledge, threatened challenge, and (ii) can and will be held by the Surviving Corporation as a result and immediately following the consummation of the Merger in the same manner and capacity as it is not infringing upon or otherwise acting adversely to held by the right or claimed right Company as of the date hereof and without the consent of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on the Company. (b) The Company owns or has the right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor), including without limitation the Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- it is presently conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on other than the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during Neither the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects execution nor delivery of the CompanyMerger Documents, nor the consummation of the transactions contemplated thereby will give any licensor or relate to the actual or demonstrably anticipated research or development licensee of the Company any right to change the terms or involve provisions of, terminate or cancel, any license to which the use of the Company's time, material, facilities or trade secret informationCompany is a party.

Patents and Other Intangible Assets. (a) Schedule 3.10 (a) summarizes all patents, patent applications, trademarks, copyrights and other intellectual property of the Company with a description of their scope. (b) Except as disclosed on set forth in Schedule 5.17 hereto3.10(b), the Company ------------- (i) owns or has the right to use use, free and clear of all liens, claims and restrictions, all patents, patent applications, trademarks, service marks, trade names, inventions, trade secrets, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and or proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person person or entity under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright invention, trade secret, copyright, license or license other intellectual property or right with respect with respect thereto, where such infringement would have a Material Adverse Effect on and (iii) is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service ▇▇▇▇, trade name, invention, trade secret, or copyright with respect to the Companyuse thereof or in connection with the conduct of its business or otherwise. (bc) The Except as set forth in Schedule 3.10(c), the Company owns or and has the unrestricted right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, computer programs and technical data, computer software (in both source code and object code forms data and all documentation therefor)information that derives independent economic value, including without limitation actual or potential, from not being generally known or known by competitors and which the Operational Software (as hereinafter defined) Company has taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for the development, manufacture, operation, and sale of all products and services sold or incident proposed to the conduct of be sold by the Company's business, as -------- it is presently conducted, in each case free and clear of any right, Lien lien or claim of others, including without limitation former employers of its employees, except for rights reserved by consultants and contractors and current employers of employees, consultants and contractors where such employees, consultants or contractors are also employed or under contract with another person; provided, however, that the licensors possibility exists that other persons or entities, completely independently of such intellectual property and rights granted by the Company pursuant or its employees, consultants, or contractors could have developed trade secrets or items of technical information similar or identical to licensethose of the Company. Except as set forth in Schedule 3.10(c), publishing and distribution agreementsthe Company has no actual knowledge of any such development of similar or identical trade secrets or technical information by others. (d) Except as set forth in Schedule 3.10(d), and except where such rightthe Company has not sold, lien transferred, assigned, licensed or claim would not have a Material Adverse Effect on subjected to any lien, security interest, or other encumbrance, any intellectual property, trade secret, know-how, invention, design, process, computer program or technical data, or any interest therein, necessary or useful for the development, manufacture, use, operation or sale of any product or service presently under development or manufactured, sold or rendered by the Company. (ce) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except Except as set forth on in Schedule 5.173.10(e), each no director, officer, employee, agent or stockholder of ------------- the Company's present employees has signed an agreement with the Company owns or has any right in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects intellectual property of the Company, or relate any patents, trademarks, service marks, trade names, copyrights, licenses or rights with respect to the foregoing, or any inventions, developments or discoveries used in or necessary for the conduct of the Company's business as now conducted or as proposed to be conducted. (f) Except as set forth in Schedule 3.10(f), the Company has no actual knowledge of any facts or demonstrably anticipated research has not received any communication alleging or development stating that the Company or any contractor, consultant or employee has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service ▇▇▇▇, trade name, copyright, trade secret, proprietary right, process or other intellectual property of any other person or entity; the Company has no knowledge of any impediment with respect to any employee, consultant, or contractor who performs or is to perform services of any kind for the Company that would interfere with such person's ability to promote the business of the Company or involve would conflict with the use business or proposed Company business. (g) Neither the execution nor delivery of this Agreement and the agreements contemplated thereby, nor the carrying on of the Company's timebusiness by its employees, materialconsultants, facilities and contractors nor the conduct of its business as proposed, will conflict with or trade secret informationresult in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument known to the Company under which any of such employees, consultants or contractors is now obligated. (h) The Company has not granted any license to use its proprietary information or intellectual property, except as listed in Schedule 3.10(h). Except as set forth in Schedule 3.10(h), the Company has not granted to any other person or entity rights to license, market or sell its proposed products or services and the Company is not bound by any agreement that affects the Company's exclusive right to develop, license, market or sell its products or services.

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 hereto, the The Company ------------- (i) owns or has the right to use use, free and clear of all Liens, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and or proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service ▇▇▇▇mark, trade name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on and (ii▇) ▇s not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mark, trade name, copyright or other intangible asset, with respect ▇▇ ▇he use thereof or in connection with the Companyconduct of its business or otherwise. (b) The Company owns or and has the unrestricted right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, devices methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor, except for third-party licenses software as shown as Annex 3.27A), including including, without limitation limitation, the Fully Operational Software (as hereinafter defined) ), and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors and which the Company has taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- it is presently conducted and as it is proposed to be conducted, in each case free and clear of any right, Lien or claim of others, including including, without limitation limitation, former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoingSince its organization, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees and other Persons wo, either alone or in concert with others, developed, invented, discovered, derived, programmed or designed intellectual property or Inventions, or who has signed an knowledge of or access to information about intellectual property or Inventions, has entered into a written agreement with the Company substantially in which provides that (i) this intellectual property, other information and Inventions are proprietary to the form provided Company and are not to Investorbe divulged, exceptmisused or misappropriated, in either and (ii) tis intellectual property, other information and Inventions are to be disclosed by such case, where employees and such Persons to the failure Company and transferred by them to do so would not have a Material Adverse Effect on the Company, without any further consideration being given therefor by the Company, together with all of such employee's or other Person's right, title and interest in and to such intellectual property, other information and Inventions and all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to such intellectual property, other information and Inventions. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.

Patents and Other Intangible Assets. (a) Except as disclosed on Schedule 5.17 hereto, the Company ------------- (i) owns or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright or license with respect thereto, where such infringement would have a Material Adverse Effect on the Company. (b) The Company owns or has the right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, technical data, computer software (in both source code and object code forms and all documentation therefor), including without limitation the Operational Software (as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's business, as -------- --------- it is presently conducted, in each case free and clear of any right, Lien or claim of others, including without limitation former employers of its employees, except for rights reserved by the licensors of such intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Company. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.

Patents and Other Intangible Assets. (a) Schedule 3.10 (a) summarizes all patents, patent applications, trademarks, copyrights and other intellectual property of the Company with a description of their scope. (b) Except as disclosed on set forth in Schedule 5.17 hereto3.10(b), the Company ------------- (i) owns or has the right to use use, free and clear of all liens, claims and restrictions, all patents, patent applications, trademarks, service marks, trade names, inventions, trade secrets, copyrights, licenses and rights with respect to the foregoing, used in or necessary for the conduct of its business as now conducted and or proposed to be conducted, (ii) to the Company's knowledge, is not infringing upon or otherwise acting adversely to the right or claimed right of any Person person or entity under or with respect to any patent, trademark, service ▇▇▇▇, trade name, copyright invention, trade secret, copyright, license or license other intellectual property or right with respect with respect thereto, where such infringement would have a Material Adverse Effect on and (iii) is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service ▇▇▇▇, trade name, invention, trade secret, or copyright with respect to the Companyuse thereof or in connection with the conduct of its business or otherwise. (bc) The Except as set forth in Schedule 3.10(c), the Company owns or and has the unrestricted right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- know-how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, computer programs and technical data, computer software (in both source code and object code forms data and all documentation therefor)information that derives independent economic value, including without limitation actual or potential, from not being generally known or known by competitors and which the Operational Software (as hereinafter defined) Company has taken reasonable steps to maintain in secret (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for the development, manufacture, operation, and sale of all products and services sold or incident proposed to the conduct of be sold by the Company's business, as -------- it is presently conducted, in each case free and clear of any right, Lien lien or claim of others, including without limitation former employers of its employees, except for rights reserved by consultants and contractors and current employers of employees, consultants and contractors where such employees, consultants or contractors are also employed or under contract with another person; provided, however, that the licensors possibility exists that other persons or entities, completely independently of such intellectual property and rights granted by the Company pursuant or its employees, consultants, or contractors could have developed trade secrets or items of technical information similar or identical to licensethose of the Company. Except as set forth in Schedule 3.10(c), publishing and distribution agreementsthe Company has no actual knowledge of any such development of similar or identical trade secrets or technical information by others. (d) Except as set forth in Schedule 3.10(d), and except where such rightthe Company has not sold, lien transferred, assigned, licensed or claim would not have a Material Adverse Effect on subjected to any lien, security interest, or other encumbrance, any intellectual property, trade secret, know- how, invention, design, process, computer program or technical data, or any interest therein, necessary or useful for the development, manufacture, use, operation or sale of any product or service presently under development or manufactured, sold or rendered by the Company. (ce) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except Except as set forth on in Schedule 5.173.10(e), each no director, officer, employee, agent or stockholder of ------------- the Company's present employees has signed an agreement with the Company owns or has any right in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects intellectual property of the Company, or relate any patents, trademarks, service marks, trade names, copyrights, licenses or rights with respect to the foregoing, or any inventions, developments or discoveries used in or necessary for the conduct of the Company's business as now conducted or as proposed to be conducted. (f) Except as set forth in Schedule 3.10(f), the Company has no actual knowledge of any facts or demonstrably anticipated research has not received any communication alleging or development stating that the Company or any contractor, consultant or employee has violated or infringed, or by conducting business as proposed, would violate or infringe, any patent, trademark, service ▇▇▇▇, trade name, copyright, trade secret, proprietary right, process or other intellectual property of any other person or entity; the Company has no knowledge of any impediment with respect to any employee, consultant, or contractor who performs or is to perform services of any kind for the Company that would interfere with such person's ability to promote the business of the Company or involve would conflict with the use business or proposed Company business. (g) Neither the execution nor delivery of this Agreement and the agreements contemplated thereby, nor the carrying on of the Company's timebusiness by its employees, materialconsultants, facilities and contractors nor the conduct of its business as proposed, will conflict with or trade secret informationresult in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument known to the Company under which any of such employees, consultants or contractors is now obligated. (h) The Company has not granted any license to use its proprietary information or intellectual property, except as listed in Schedule 3.10(h). Except as set forth in Schedule 3.10(h), the Company has not granted to any other person or entity rights to license, market or sell its proposed products or services and the Company is not bound by any agreement that affects the Company's exclusive right to develop, license, market or sell its products or services.

Patents and Other Intangible Assets. (ai) Except as disclosed on Schedule 5.17 heretoTo the Company's knowledge, the Company ------------- (i) owns or has the right to use use, all patents, trademarks, service marks, trade names, copyrights, copyrights (and licenses and rights with respect to the foregoing, ) used in or necessary for the conduct of its business as now conducted (collectively the "Patents and proposed to be conducted, (ii) to Trademarks"). The Company has not been served or received any notice in connection with any pending claims against the Company alleging that the conduct of the Company's knowledge, is not infringing business infringes upon or otherwise acting adversely to conflicts with the right or claimed right of any Person person under or with respect to any of the Patents and Trademarks, other than claims that have been asserted in correspondence to the Company, which, in each case, (A) have not ripened into legal action, (b) have been evaluated by the Company and its counsel, and (c) are believed by the Company to be without merit. To the Company's knowledge, there are no threatened claims against the Company alleging that the conduct of the Company's business infringes upon, or otherwise conflicts with the right or claimed right of any person under or with respect to any of the Patents and Trademarks. To the extent that the Company may have received communications from other entities claiming rights in connection with the Patents and Trademarks, the Company in good faith believes such claims to be without merit. The Company is not obligated or under any liability whatsoever to make any payments to any of its managers or members of its Board of Directors, by way of royalties, fees or otherwise to any owner of, licensor of or other claimant to any patent, trademark, service ▇▇▇▇, trade name, copyright or license other intangible asset, with respect theretoto the use thereof in connection with the conduct of its business or otherwise. Except in the ordinary course of business, where such infringement would have a Material Adverse Effect on the CompanyCompany has not granted any licenses or manufacturing rights with respect to its business as now conducted or as now proposed to conduct. (bii) The Company owns or has the right to use all product rights, manufacturing rights, trade secrets, including know-how, negative know- how, formulas, patterns, compilations, programs, devices, methods, techniques, processes, inventions, designs, processes and technical datadata required for the development, computer software (in both source code operation and object code forms sale of all products and all documentation therefor)services sold and now proposed to be sold by the Company, including without limitation the Operational Software (free and clear, as hereinafter defined) (all of the foregoing of which are collectively referred to herein as "intellectual ------------ property") required for or incident to the conduct of the Company's businessdate hereof, as -------- it is presently conducted, in each case free and clear of any rightrights, Lien liens or claim claims of others, including without limitation former employers of other than Permitted Liens. (iii) The Company has obtained substantially similar confidentiality and non-disclosure agreements from its employees, except for rights reserved by the licensors of such employees regarding its intellectual property and rights granted by the Company pursuant to license, publishing and distribution agreements, and except where such right, lien or claim would not have a Material Adverse Effect on the Companytrade secrets. (c) Since its organization, the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all intellectual property and all Inventions (as defined below). Without limiting the generality of the foregoing, except as set forth on Schedule 5.17, each of ------------- the Company's present employees has signed an agreement with the Company in the form provided to Investor, and each of the Company's past employees has signed an agreement with the Company substantially in the form provided to Investor, except, in either such case, where the failure to do so would not have a Material Adverse Effect on the Company. As used herein, "Inventions" means all ---------- inventions, developments and discoveries which during the period of an employee's or other Person's service to the Company he or she makes or conceives of, either solely or jointly with others, that relate to any subject matter with which his or her work for the Company may be concerned, or relate to or are connected with the business, products, services or projects of the Company, or relate to the actual or demonstrably anticipated research or development of the Company or involve the use of the Company's time, material, facilities or trade secret information.