Common use of Technology and Intellectual Property Clause in Contracts

Technology and Intellectual Property. (a) Schedule 4.13 lists: (i) all patents and all registered trademarks, service marks, copyrights and mask works, and any applications and renewals for any of the foregoing owned by or on behalf of the Company; (ii) all hardware products and tools, software and firmware products, tools and application services that are currently sold, published, offered, or under development by the Company; and (iii) all licenses (in and out), sublicenses and other agreements to which the Company is a party and pursuant to which the Company or any other Person is authorized to use any of the Company Intellectual Property or exercise any rights with respect thereto. The disclosures described in clause (iii) of the preceding sentence include the identities of the parties to the relevant agreements, a brief description of the nature and subject matter thereof, the term thereof and a brief description of the payment terms (or a summary of any formula or procedure for determining such payment terms). (b) Each item of Company Intellectual Property is either: (i) owned solely by the Company free and clear of any Liens, except as noted in Schedule 4.13(b); or (ii) rightfully used and authorized for use by the Company and its successors pursuant to a valid and enforceable license. All of the Company Intellectual Property that is used by the Company pursuant to a license or other grant of a right by a third party to use its proprietary information is separately identified as such in Schedule 4.13. The Company has all rights in the Company Intellectual Property necessary to carry out the Company’s activities. [Confidential Treatment Requested—] (c) The Company is not in violation in any material respect of any license, sublicense or other agreement to which the Company is a party or otherwise bound relating to any of the Company Intellectual Property. Except as noted in Schedule 4.13, neither is the Company obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Company or Buyer, as successor to the Company, in the Company Intellectual Property. (d) The use of the Company Intellectual Property by the Company does not, and as currently contemplated to be used, infringe any other Person’s right in personal data or, to the Company’s Knowledge, any other Person’s copyright or trade secret rights. The use by the Company of the Company Intellectual Property does not and as currently contemplated to be used, infringe any other Person’s, patents, trademarks, service marks, trade names, logo, trade dress, mask work or other intellectual property right. No written claims (i) challenging the validity, enforceability, effectiveness or ownership by the Company of any of the Company Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacture, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Company Intellectual Property by the Company, infringes or will infringe on any intellectual property or other proprietary or personal right of any Person have been asserted against the Company or, to the Company’s Knowledge, are threatened by any Person nor, to the Company’s Knowledge, does there exist any valid basis for such a claim. To the Knowledge of the Company all granted or issued patents and mask works, all registered trademarks and service marks, and all copyright registrations owned by the Company are valid, enforceable and subsisting. Subject to Schedule 4.13, the Company has the sole and exclusive right to practice the inventions that are the subject matter of the Company’s patents and no prior art or other materials exist that would prevent or block the Company from practicing the inventions that are claimed or covered by the Company’s patents. To the Company’s Knowledge, there is no unauthorized use, infringement, or misappropriation of any of Company Intellectual Property by any third party, employee or former employee. (e) The Company has secured from all parties (including employees) who have created any portion of, or otherwise have any rights in or to, the Company Intellectual Property owned by the Company valid and enforceable written assignments of any such work, invention, improvement or other rights to the Company and have provided or have made available true and complete copies of such assignments to Buyer. (f) The transactions contemplated under this Agreement will not alter, impair or otherwise affect any rights of the Company in any Company Intellectual Property. (g) The Company has taken commercially reasonable measures to protect the proprietary nature of the Company Intellectual Property and to maintain in confidence all trade secrets and confidential information owned or used by the Company. (h) To the Company’s Knowledge, Company Intellectual Property owned by the Company does not include any Publicly Available Software and the Company has not used Publicly Available Software in whole or in part in the development of any part of Company Intellectual Property in a manner that may subject Company Intellectual Property in whole or in [Confidential Treatment Requested—]

Technology and Intellectual Property. (a) Schedule 4.13 lists5.12(a) sets forth a complete and accurate list (as of the date of this Agreement) of: (i) all patents and all registered trademarks, service marks, copyrights and mask works, and any applications and renewals for each issued patent owned by the Company or any of the foregoing owned Company Subsidiaries, (ii) each pending patent application filed by or on behalf of the Company; Company or any of the Company Subsidiaries, (iii) each trademark registration, service mark registration, and copyright registration owned by the Company or ▇▇▇ of the Company Subsidiaries, (iv) each application for trademark registration, service mark registration, and copyright registration made by or on behalf of ▇▇▇ Company or any of the Company Subsidiaries, (v) each domain name registered by or on behalf of the Company or any of the Company Subsidiaries ((i) through (v) collectively referred to as "OWNED REGISTERED IP"), and (vi) each material trade name, d/b/a, unregistered trademark, and unregistered service mark used by the Company or any of the Company Subsidiaries in connec▇▇▇▇ with its business. (b) Except with respect to licenses of Software (i) generally available for an annual or one-time license fee of no more than $25,000, (ii) all hardware products and tools, software and firmware products, tools and application services that are currently sold, published, offered, distributed as "freeware" or under development by the Company; and "shareware" or (iii) distributed via Internet access without charge, Schedule 5.12(b) sets forth a complete and accurate list (as of the date of this Agreement) of all licenses (in and out), sublicenses and other agreements to which the Company is a party and pursuant to which the Company or any other Person of the Company Subsidiaries licenses in or otherwise is authorized to use any Technology or Intellectual Property used in the businesses of the Company Intellectual Property and the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is in default or exercise breach under any rights with respect theretomaterial provision of any such licenses and authorizations. The disclosures Company has delivered to Parent correct, complete and current copies of all such agreements. Except pursuant to the agreements described in clause (iiii) above or identified on Schedule 5.12(b), neither the Company nor any of the preceding sentence include the identities Company Subsidiaries is required, obligated, or under any liability whatsoever to make any payments in excess of $5,000 per year by way of royalties, fees or other express payment terms of the parties to the relevant applicable agreements, a brief description of the nature and subject matter thereof, the term thereof and a brief description of the payment terms (or a summary to any third party with respect to use of any formula Technology or procedure for determining such payment terms)Intellectual Property. (bc) Each item Except as set forth on Schedule 5.12(b), the Company and the Company Subsidiaries own or otherwise have sufficient rights in and to all Software used in and necessary to conduct the business of the Company and the Company Subsidiaries as presently conducted including, without limitation, the design, development, manufacture, use, import, marketing, sale, distribution, and provision of Software and services provided by the Company and the Company Subsidiaries. Except as set forth on Schedule 5.12(b), the Company and the Company Subsidiaries own or otherwise have sufficient rights in and to all Technology (other than Software) and Intellectual Property used in and necessary to conduct the business of the Company and the Company Subsidiaries as presently conducted including, without limitation, the design, development, manufacture, use, import, marketing, sale, distribution, and provision of the products, technology and services currently offered or proposed to be offered by the Company and the Company Subsidiaries. (d) All Owned Registered IP (other than patents and patent applications) which is eithermaterial to the business of the Company as presently conducted is owned entirely by the Company and the Company Subsidiaries, is valid and subsisting, and all patents and patent applications owned by the Company which are material to the business of the Company as presently conducted are owned entirely by the Company and the Company Subsidiaries and are valid and subsisting. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date hereof in connection with the Owned Registered IP have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant patent, copyright, trademark, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Owned Registered IP in full force and effect. Except as set forth in Schedule 5.12(a), there are, as of the date of this Agreement, no filings, payments or similar actions that must be taken by the Company within 120 days following the Closing Date for the purposes of obtaining, maintaining, perfecting or renewing any such registrations and applications. (e) Except for the need to make and obtain those filings and consents set forth in Schedule 5.3(b), neither the Company nor any of the Company Subsidiaries is, nor will it be, in material breach or default (or event which, with the giving of notice or lapse of time, or both, would become a default) of any agreement relating to any Intellectual Property of the Company or any of the Company Subsidiaries or any third party as a result of the execution and delivery of this Agreement, the performance of its obligations under this Agreement, or the operation of its business as currently conducted. Except as set forth on Schedule 5.12(e), neither the execution, delivery, or performance of this Agreement, the consummation of the transactions contemplated by this Agreement, nor the conduct of the business and operations of the Company and the Company Subsidiaries as presently conducted will result in: (i) Parent's granting to any third party any right to any Technology or Intellectual Property owned solely by by, or licensed to, the Company free and clear of any Liensthe Company Subsidiaries, except as noted in Schedule 4.13(b); or (ii) rightfully used and authorized for use by Parent's being bound by, or subject to, any non-compete or similar restriction on its ability to conduct its business, or (iii) giving any Person any rights of termination, amendment, acceleration or cancellation of any material license or similar agreement relating to any Intellectual Property to which the Company and its successors pursuant to a valid and enforceable license. All or any of the Company Intellectual Property that is used Subsidiaries will be a party as of the Closing or by which any of its assets as of the Closing will be bound or affected. (f) Schedule 5.12(f) sets forth a complete and accurate list (as of the date of this Agreement) of all agreements pursuant to which the Company pursuant to a license or other grant any of a right by the Company Subsidiaries has licensed a third party to use its proprietary information any Technology or Intellectual Property owned or licensed by the Company or any of the Company Subsidiaries. (g) Schedule 5.12(g) sets forth a complete and accurate list (as of the date of this Agreement) of all agreements pursuant to which the Company or any of the Company Subsidiaries has agreed to indemnify a third party against a charge of infringement or misappropriation of any Intellectual Property of another Person. (h) There are no agreements between the Company or any of the Company Subsidiaries and any third party relating to any Intellectual Property of the Company or any of the Company Subsidiaries or any third party under which there is separately identified (as of the date of this Agreement), or, is expected (as of the date of this Agreement) to be, any material dispute regarding the scope or performance of such agreement. (i) Neither the Company nor any of the Company Subsidiaries has transferred title to, or granted any exclusive license or right to use, or authorized the retention of any exclusive rights to use or joint ownership of, any Technology or Intellectual Property of the Company or any of the Company Subsidiaries, to any Person. (j) Neither the Company nor any of the Company Subsidiaries, nor the manufacture, use, offer for sale, sale, importation by, or distribution by the Company or the Company Subsidiaries of any of their products has infringed or misappropriated any copyright, or patent right of any third party, and neither the Company nor any of the Company Subsidiaries has engaged in Schedule 4.13any operation or act that constitutes unfair competition or unfair trade practices against any third party. The Company has all rights not received any notice of any alleged infringement of, or been notified of the existence of, any potentially adverse patent. (k) Except as set forth in Schedule 5.12(k), there is no action, suit, proceeding, hearing, investigation, notice or complaint pending or, to the Knowledge of the Company, threatened, before any court or tribunal (including, without limitation, the United States Patent and Trademark Office or equivalent authority anywhere in the Company Intellectual Property necessary to carry out the Company’s activities. [Confidential Treatment Requested—] (cworld) The Company is not in violation in any material respect of any license, sublicense or other agreement to which the Company is a party or otherwise bound relating to any of Company's or any of the Company Subsidiaries' Technology or Intellectual Property, nor has any claim or demand been made that challenges the validity, enforceability, use or exclusive ownership of any of such Technology or Intellectual Property or alleges any infringement, misappropriation, violation, or unfair competition or trade practices (including, without limitation, any claim that the Company or any of the Company Subsidiaries must license or refrain from using any Technology or Intellectual Property of any third party), nor is there any basis for any such claim or demand. (l) Except as set forth in Schedule 5.12(l), to the Company's Knowledge, no third party has infringed or misappropriated any of Company's or any of the Company Subsidiaries' Technology or Intellectual Property. Except as noted in Schedule 4.13The Company has not brought any action, neither is the Company obligated to provide suit or proceeding or asserted any consideration claim (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Company or Buyer, as successor other than claims that have been resolved to the Company, in 's satisfaction) against any Person for infringing or misappropriating any of Company's or any of the Company Subsidiaries' Technology or Intellectual Property. (dm) The use None of the Company Intellectual Property by the Company does not, and as currently contemplated to be used, infringe any other Person’s right in personal data or, to the Company’s Knowledge, any other Person’s copyright 's or trade secret rights. The use by the Company of the Company Intellectual Property does not and as currently contemplated to be used, infringe any other Person’s, patents, trademarks, service marks, trade names, logo, trade dress, mask work or other intellectual property right. No written claims (i) challenging the validity, enforceability, effectiveness or ownership by the Company of any of the Company Subsidiaries' owned Technology or Intellectual Property are subject to any outstanding injunction, decree, order, judgment, ruling, settlement agreement, or (ii) to the effect stipulation that restricts in any manner the use, reproduction, modification, manufacture, distribution, licensing, sublicensing, sale, transfer or licensing thereof by the Company or any other exercise of the Company Subsidiaries or affects the validity, use or enforceability of any such Technology or Intellectual Property. (n) The Company and the Company Subsidiaries have taken reasonable steps to protect the Company's and the Company Subsidiaries' rights in any their confidential information and trade secrets. The Company and the Company Subsidiaries have executed valid written agreements with all of their employees who have contributed to the development of the Technology and Intellectual Property of the Company and the Company Subsidiaries, in which such employees have assigned to the Company or the Company Subsidiaries all their rights in and to all Technology and Intellectual Property they may develop in the course of their employment and agreed to hold all trade secrets and confidential information of the Company and the Company Subsidiaries in confidence both during and after their employment. The Company and the Company Subsidiaries have executed valid written agreements with all consultants and contractors who have been retained in connection with the development of Technology and Intellectual Property by which the Company, infringes or will infringe on any intellectual property or other proprietary or personal right of any Person consultants and contractors have been asserted against assigned to the Company or, or the Company Subsidiaries all their rights in and to the Company’s Knowledge, are threatened by any Person nor, such Technology and Intellectual Property and agreed to the Company’s Knowledge, does there exist any valid basis for such a claim. To the Knowledge hold all trade secrets and confidential information of the Company all granted and the Company Subsidiaries in confidence both during and after the term of their engagements. (o) No trade secrets, or issued patents and mask worksother confidential information, all registered trademarks and service marks, and all copyright registrations owned by the Company are valid, enforceable and subsisting. Subject to Schedule 4.13, or any of the Company has Subsidiaries that is material to their businesses as currently conducted have been authorized to be disclosed or have actually been disclosed by the sole and exclusive right to practice the inventions that are the subject matter Company or any of the Company’s patents and no prior art Company Subsidiaries to any of their employees or any third party other materials exist than pursuant to a written non-disclosure or confidentiality agreement (or any agreement containing a non-disclosure or confidentiality provision) that would prevent or block adequately protects the proprietary interests of the Company from practicing and the inventions that are claimed or covered by the Company’s patents. To the Company’s Knowledge, there is no unauthorized use, infringement, or misappropriation of any of Company Intellectual Property by any third party, employee or former employeeSubsidiaries in and to such trade secrets and confidential information. (ep) The Company has secured from all parties (including employees) who have created Except as set forth on Schedule 5.12(p), no government funding and no facilities of a university, college, other educational institution or research center were used in the development of any portion of, or otherwise have any rights in or to, the Company Intellectual Property owned by the Company valid and enforceable written assignments of or any such work, invention, improvement or other rights to the Company and have provided or have made available true and complete copies of such assignments to Buyer. (f) The transactions contemplated under this Agreement will not alter, impair or otherwise affect any rights of the Company Subsidiaries where, as a result of such funding or the use of such facilities, the government or any university, college, other educational institution or research center has any rights in any Company such Intellectual Property. (g) The Company has taken commercially reasonable measures to protect the proprietary nature . Except as set forth on Schedule 5.12(p), no current or former employee, consultant or independent contractor of the Company Intellectual Property and or any of the Company Subsidiaries who contributed to maintain in confidence all trade secrets and confidential information owned the creation or used by the Company. (h) To the Company’s Knowledge, Company development of any Intellectual Property owned by the Company does or any of the Company Subsidiaries has performed services for the government or a university, college, or other educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for the Company or any of the Company Subsidiaries. (q) Except as set forth on Schedule 5.12(q), as of the date of this Agreement, the Company has no Knowledge of any facts or circumstances that would render any Intellectual Property owned by the Company or any of the Company Subsidiaries that is material to their businesses invalid or unenforceable, or would adversely affect any pending application or registration with respect to any Intellectual Property owned by the Company or any of the Company Subsidiaries that is material to their businesses. (r) Except as set forth on Schedule 5.12(r), no open source or public library Software, including, but not include limited to, any Publicly Available version of any Software licensed pursuant to any GNU public license, was used in the development or modification of any Software owned by the Company or the Company Subsidiaries that is incorporated into or utilized by any products of the Company or any of the Company Subsidiaries. To the extent that any open source or public library Software was used in the development or modification of any Software owned by the Company or the Company Subsidiaries that is incorporated into or utilized by any products of the Company or any of the Company Subsidiaries, such open source or public library Software is not linked to the source code for the proprietary Software owned by the Company or the Company Subsidiaries in any manner that would require disclosure of the Company's proprietary source code to third parties. (s) To the Knowledge of the Company, none of the Software owned by the Company and the Company has Subsidiaries contains any program routine, device, or other undisclosed feature, including, without limitation, a time bomb, virus, drop-dead device, malicious logic, worm, trojan horse, bug, error, defect or trap door, that is designed to delete, disable, deactivate, interfere with, or otherwise harm the Software or the hardware, data, or computer programs or codes of a user of such Software, or that is designed to provide access or produce modifications not used Publicly Available Software in whole or in part in the development of any part of Company Intellectual Property in a manner that may subject Company Intellectual Property in whole or in [Confidential Treatment Requested—]authorized by such user.

Technology and Intellectual Property. (a) Section 3.17 of the Disclosure Schedule 4.13 listssets forth, as of the date hereof, a list of all (i) issued Patents and Patent applications, (ii) registrations and applications for Trademarks, (iii) Copyrights that are the subject of a registration or application for registration, and (iv) material Software, in each case, that is included in the Owned IP or the Transferred Assets. The Company or USIS, as applicable, owns all Owned IP and will as of the Closing own all Intellectual Property included in the Transferred Assets (the “Transferred IP Assets”) other than Software licensed to the Company or USIS, free and clear of all Liens other than Permitted Liens. (b) To the Knowledge of Seller, the conduct of the Business as conducted since January 1, 2012 does not, and the Owned IP and Transferred IP Assets do not, (i) infringe, misappropriate or otherwise violate, and has not infringed misappropriated or otherwise violated, any Intellectual Property of any third party, except as would not reasonably be expected to, individually or in the aggregate be material to the Business or (ii) require any payment for the use of such Intellectual Property of any third party (except for the payment of licensing or maintenance fees in the ordinary course of business consistent with past practice), and none of Seller or any of its Affiliates has received any written notice of any of the foregoing. (c) With respect to the Software included in the Owned IP or the Transferred IP Assets: (i) all patents and all registered trademarks, service marks, copyrights and mask works, and any applications and renewals for any to the extent such Software was developed by or on behalf of the foregoing owned Company or USIS or one of their Affiliates, there are no defects in such Software, including any error or omission in the processing of any transactions, that are material to the Business, other than defects which have been remedied as of the date hereof, (ii) to the extent such Software was not developed by or on behalf of the Company; (ii) all hardware products and tools, software and firmware productsUSIS or one of their Affiliates, tools and application services to the Knowledge of Seller, there are no defects in such Software, including any error or omission in the processing of any transactions, that are currently soldmaterial to the Business, published, offered, or under development by other than defects which have been remedied as of the Company; date hereof and (iii) all licenses (in and out), sublicenses and other agreements to which the Company is a party and pursuant to which the Company or any other Person is authorized to use any of the Company Intellectual Property or exercise any rights with respect thereto. The disclosures described in clause (iii) of the preceding sentence include the identities of the parties to the relevant agreements, a brief description Knowledge of Seller and to the nature and subject matter thereof, extent such Software is under the term thereof and a brief description control of the payment terms (or a summary of any formula or procedure for determining such payment terms). (b) Each item of Company Intellectual Property is either: (i) owned solely by the Company free and clear of any Liens, except as noted in Schedule 4.13(b); or (ii) rightfully used and authorized for use by the Company and its successors pursuant to a valid and enforceable license. All of the Company Intellectual Property that is used by the Company pursuant to a license or other grant of a right by a third party to use its proprietary information is separately identified as such in Schedule 4.13. The Company has all rights in the Company Intellectual Property necessary to carry out the Company’s activities. [Confidential Treatment Requested—] (c) The Company is not in violation in any material respect of any license, sublicense or other agreement to which the Company is a party or otherwise bound relating to any of the Company Intellectual Property. Except as noted in Schedule 4.13, neither is the Company obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Company or Buyer, as successor to the Company, in USIS or one of their Affiliates, no such Software contains any malicious code designed to disrupt, disable, or otherwise impair the Company Intellectual Propertyfunctioning of any other Software. (d) The use Since January 1, 2012, there have been no (i) material security breaches in or unauthorized accesses to (A) the Company’s or USIS’ information technology systems or (B) the information technology systems of Seller or any of its Affiliates that compromised confidential information, customer information or Trade Secrets of the Company Intellectual Property by or USIS or otherwise related to the Company does notBusiness, and as currently contemplated to be used, infringe any other Person’s right in personal data or, to the Company’s Knowledge, any other Person’s copyright or trade secret rights. The use by the Company of the Company Intellectual Property does not and as currently contemplated to be used, infringe any other Person’s, patents, trademarks, service marks, trade names, logo, trade dress, mask work or other intellectual property right. No written claims (i) challenging the validity, enforceability, effectiveness or ownership by the Company of any of the Company Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacture, distribution, licensing, sublicensing, sale, or any other exercise of rights disruptions in any Company Intellectual Property by the Company, infringes or will infringe on any intellectual property or other proprietary or personal right of any Person have been asserted against the Company or, to the Company’s Knowledge, are threatened by any Person nor, to the Company’s Knowledge, does there exist any valid basis for such a claim. To the Knowledge of the Company all granted or issued patents and mask works, all registered trademarks and service marks, and all copyright registrations owned by the Company are valid, enforceable and subsisting. Subject to Schedule 4.13, the Company has the sole and exclusive right to practice the inventions that are the subject matter of the Company’s patents and no prior art or other materials exist USIS’ information technology systems that would prevent or block materially adversely affected the Company from practicing the inventions that are claimed or covered by the Company’s patents. To the Company’s Knowledge, there is no unauthorized use, infringement, or misappropriation of any of Company Intellectual Property by any third party, employee or former employeeBusiness. (e) The Company has secured from all parties (including employees) who have created any portion of, or otherwise have any rights in or to, the Company Intellectual Property owned by the Company valid and enforceable written assignments of any such work, invention, improvement or other rights to the Company and have provided or have made available true and complete copies of such assignments to Buyer. (f) The transactions contemplated under this Agreement will not alter, impair or otherwise affect any rights of the Company in any Company Intellectual Property. (g) The Company has taken commercially reasonable measures to protect the proprietary nature of the Company Intellectual Property and to maintain in confidence all trade secrets and confidential information owned or used by the Company. (h) To the Company’s Knowledge, Company Intellectual Property owned by the Company does not include any Publicly Available Software and the Company has not used Publicly Available Software in whole or in part in the development of any part of Company Intellectual Property in a manner that may subject Company Intellectual Property in whole or in [Confidential Treatment Requested—]

Technology and Intellectual Property. (a) Schedule 4.13 3.13(a) lists: (i) all patents and all registered trademarks, service marks, copyrights and mask works, and any applications and renewals for any of the foregoing owned by or on behalf of the Company; (ii) all hardware material software products and tools, software and firmware products, tools and application services that are currently sold, published, offered, or under development by the Company; and (iii) all material licenses (in and out), sublicenses and other agreements to which the Company is a party and pursuant to which the Company or any other Person person is authorized to use any of the Company Company's Intellectual Property or exercise any rights other right with respect regard thereto. The disclosures described in clause (iii) of the preceding sentence include the identities of the parties to the relevant agreements, a brief description of the nature and subject matter thereof, the term thereof and a brief description of the applicable payment terms (or a summary of any formula or procedure for determining such payment terms). (b) Each item of Company the Company's Intellectual Property is either: (i) owned solely by the Company free and clear of any Liens other than Permitted Liens, except as noted in Schedule 4.13(b); or (ii) rightfully used and authorized for use by the Company and its successors pursuant to a valid and enforceable written license. All of the Company Company's Intellectual Property that is used by the Company pursuant to a license or other grant of a right by a third party to use its proprietary information is separately identified as such in under Schedule 4.133.13(b). The Company has all rights in the Company Company's Intellectual Property necessary to carry out the Company’s 's former and current activities. [Confidential Treatment Requested—], including to the extent consistent with the Company's current and past practices (except as noted on Schedule 3.13(b)) rights to make, use, exclude others from using, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, assign and sell the Company's Intellectual Property in all geographic locations and fields of use, and to sublicense any or all such rights to third parties, including the right to grant further sublicenses. (c) The Company is not in material violation in any material respect of any license, sublicense or other agreement to which the Company is a party or otherwise bound relating to any of the Company Company's Intellectual Property. Except as noted in Schedule 4.133.13(c), neither is the Company is not obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Company or Buyer, as successor to the Company, in the Company Company's Intellectual Property. (d) The use of the Company Company's Intellectual Property by the Company does not, as currently used and as currently contemplated proposed to be used, used does not infringe any other Person’s right in personal data or's copyright, to the Company’s Knowledge, any other Person’s copyright or trade secret rights, right of privacy, moral right or other intellectual property right. The use by the Company of the Company Company's Intellectual Property does not as currently used and as currently contemplated proposed to be used, used does not infringe any other Person’s's, patentspatent, trademarkstrademark, service marksmark, trade namesname, firm name, logo, trade dress, dress or mask work or other intellectual property rightwork. No written claims clai▇▇ (i) challenging the validity, enforceability, effectiveness or ownership by the Company of any of the Company Company's Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacture, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Company of the Company's Intellectual Property by the Company, infringes or will infringe on any intellectual property or other proprietary or personal right of any Person are being or, since April 1, 2001, have been asserted against the Company or, to the Company’s 's Knowledge, (1) are threatened by any Person nor, to the Company’s Knowledge, nor (2) does there exist exists any valid basis for such a claimclaim . To the Knowledge There are no legal or governmental proceedings, including interference, re-examination, reissue, opposition, nullity, or cancellation proceedings pending that relate to any of the Company's Intellectual Property, other than review of pending patent applications, and the Company all is not aware of any information indicating that such proceedings are threatened or contemplated by any governmental entity or any other Person. All granted or issued patents and mask works, all registered trademarks and service marks, and all copyright registrations owned by the Company are valid, enforceable and subsisting. Subject to Schedule 4.13, the Company has the sole and exclusive right to practice the inventions that are the subject matter of the Company’s patents and no prior art or other materials exist that would prevent or block the Company from practicing the inventions that are claimed or covered by the Company’s patents. To the Company’s 's Knowledge, there is no unauthorized use, infringement, or misappropriation of any of Company the Company's Intellectual Property by any third party, employee or former employee. (e) Schedule 3.13(e) separately lists all parties (other than existing or prior employees) who have created any portion of, or otherwise have any rights in or to, the Company's Intellectual Property. The Company has secured from all parties (including employees) who have created any portion of, or otherwise have any rights in or to, the Company Company's Intellectual Property owned by the Company valid and enforceable written assignments of any such work, invention, improvement or other rights to the Company and have has provided or have made available true and complete copies of such assignments to Buyer. (f) The transactions contemplated under this Agreement will shall not alter, impair or otherwise affect any rights of the Company or any Affiliate in any Company of the Company's Intellectual Property. (g) The Company has taken commercially reasonable measures to protect the proprietary nature of the Company Company's Intellectual Property and to maintain in confidence all trade secrets and confidential information owned or used by the Company. (h) To Except as described on Schedule 3.13(h), the Company’s Knowledge, Company 's Intellectual Property owned by the Company does not include any Publicly Available Software and the Company has not used Publicly Available Software in whole or in part in the development of any part of Company the Company's Intellectual Property in a manner that may subject Company the Company's Intellectual Property in whole or in [Confidential Treatment Requested—]part, to all or part of the license obligations of any Publicly Available Software. "Publicly Available Software" means each of (i) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.

Technology and Intellectual Property. (a) Schedule 4.13 lists2.1.15(a) of the Company Disclosure Schedule accurately identifies and describes: (i) (A) each item of Registered IP in which the Company or any Company Subsidiary has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise); (B) the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number; and (C) any other Person that, to the Knowledge of the Company, has an ownership interest in such item of Registered IP and the nature of such ownership interest; (ii) all patents and all registered trademarks, service marksmarks and other trade designations that are Company Intellectual Property, copyrights and mask worksthat are material to the business of the Company, and that are not otherwise identified in Schedule 2.1.15(a)(i); (iii) all Intellectual Property Rights or Intellectual Property licensed to the Company (other than licenses for "off-the shelf" software programs); and (iv) each Company IP Contract (other than (1) unilateral or mutual confidentiality agreements, (2) employee agreements, and (3) the fabrication contracts listed in Schedule 2.1.17) that is still in effect, or that has a provision other than a confidentiality provision that is still in effect, pursuant to which any applications Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Company Intellectual Property. (b) The Company has provided or made available to Buyer a complete and renewals accurate copy of each Company IP Contract entered into by the Company or any Company Subsidiary(ies) in the past five (5) years. Except for any the licenses and rights granted in licenses or agreements identified in Schedule 2.1.15(a) of the Company Disclosure Schedule, and except for the ordinary course exclusivity provisions contained in the Company's fabrication contracts with its customers, neither the Company nor any Company Subsidiary is bound by, and no Company Intellectual Property is subject to, any contract containing any covenant or other provision that in any way limits or restricts the ability of the Company or any Company Subsidiary to use, exploit, assert or enforce any Company Intellectual Property anywhere in the world. (c) Except as set forth in Schedule 2.1.15(c) of the Company Disclosure Schedule, each of the Company and the Company Subsidiaries exclusively owns all right, title and interest to and in the Company Intellectual Property (other than Intellectual Property Rights or Intellectual Property exclusively licensed to the Company or any Company Subsidiary, as identified in Schedule 2.1.15(a) of the Company Disclosure Schedule) free and clear of any encumbrances (other than licenses granted pursuant to the Company IP Contracts listed in Schedule 2.1.15(a) of the Company Disclosure Schedule and other than the ordinary course exclusivity provisions contained in the Company's fabrication contracts with its customers). Without limiting the generality of the foregoing: (i) no "Joint Company-UW Intellectual Property" exists, as that term is defined in the Research/Technology Development Agreement between the Washington Technology Center and the University of Washington and Mikron Industries, Inc., dated February 2, 2000, as amended March 2, 2001. (ii) all documents and instruments necessary to be filed to date to perfect the rights of the Company and the Company Subsidiaries in the patents and patent applications of the Company and the Company Subsidiaries have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Entity in the United States and in other jurisdictions identified in respect of each patent and patent application on Schedule 2.1.15(a) of the Company Disclosure Schedule. (iii) each Person who is or was an employee or independent contractor of the Company or any Company Subsidiary and who is or was involved in the creation or development of any Company Intellectual Property has signed a valid and enforceable agreement containing an irrevocable assignment of Intellectual Property Rights to the Company, or an obligation to provide such an irrevocable assignment, and confidentiality provisions protecting the Company Intellectual Property; (iv) no current or former director, officer or employee of the Company or any Company Subsidiary has any claim, right (whether or not currently exercisable) or interest to or in any Company Intellectual Property and no current or former director, officer or employee of the Company has any ownership interest in or exclusive rights to any Intellectual Property or Intellectual Property Rights licensed to the Company or used by the Company or any Company Subsidiary; (v) to the Knowledge of the Company, no employee or independent contractor of the Company or any Company Subsidiary is: (A) bound by or otherwise subject to any Contract restricting him or her from performing his or her duties for the Company or any Company Subsidiary; or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (vi) no funding, facilities or personnel of any Governmental Entity were used to develop or create, in whole or in part, any Company Intellectual Property; (vii) the Company and each Company Subsidiary has taken all commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by the Company or any Company Subsidiary, or purported to be held by the Company or any Company Subsidiary, as a trade secret; (viii) neither the Company nor any Company Subsidiary is under an obligation to assign or otherwise transfer ownership of any Intellectual Property Rights to any other Person, nor is Company or any Company Subsidiary a party to an agreement that could obligate Company or any Company Subsidiary to assign or otherwise transfer ownership of any Intellectual Property Rights to any other Person; (ix) neither the Company nor any Company Subsidiary is now nor has it ever been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Company Subsidiary to grant or offer to any other Person any license or right to any Company Intellectual Property; and (x) the Company and the Company Subsidiaries own or otherwise have rights to, and immediately after the Date of Agreement the Surviving Corporation and the Company Subsidiaries will continue to own or have rights to, all Intellectual Property Rights needed to conduct the business of the Company as currently conducted immediately before the Date of Agreement. The foregoing owned is not intended to be a statement as to the absence of infringement, it being the intent of the parties that the only representation and warranty of the Company with respect to absence of infringement by the Company is at Section 2.1.15(g). (d) To the Knowledge of the Company, all Company Intellectual Property is valid, subsisting and enforceable. Without limiting the generality of the foregoing, to the Knowledge of the Company: (i) no invention described in any U.S. patent application or U.S. patent in which the Company or any Company Subsidiary has or purports to have an ownership interest was patented, described in a printed publication, in public use, or on sale more than one year prior to the filing date of such patent application or patent in a manner that would render such invention unpatentable under 35 U.S.C. Section 102(b); (ii) each foreign patent application and foreign patent in which the Company or any Company Subsidiary has or purports to have an ownership interest was filed, or claims priority to a patent application filed, before the time at which each invention described in such foreign patent application or foreign patent was first made available to the public; (iii) no trademark (whether registered or unregistered), trade name or trade dress owned, used or applied for by the Company or any Company Subsidiary, when used in the manner and in the locations presently used by the Company, infringes any trademark (whether registered or unregistered), trade name or trade dress owned, used or applied for by any other Person; (iv) no event has occurred, and no circumstance or condition exists (with or without notice or lapse of time), including any failure to exercise adequate quality controls and any assignment in gross without the accompanying goodwill, that has resulted in, or could reasonably be expected to result in, the abandonment of any trademark (whether registered or unregistered) currently owned, used or applied for by the Company or any Company Subsidiary; (v) each item of Company Intellectual Property that is Registered IP is and at all times has been in all material respects in compliance with all legal requirements, and all filings, payments and other actions required to be made or taken to maintain such item of Company Intellectual Property in full force and effect have been made by the applicable deadline; and (vi) no application for a patent or for a copyright, mask work or trademark registration or any other type of Registered IP filed by or on behalf of the CompanyCompany or any Company Subsidiary which at the time was material to the Company has been abandoned or allowed to lapse, other than in connection with normal course continuations of patents; (vii) no interference, opposition, reissue, reexamination or similar proceeding is or has been pending or, to the Knowledge of the Company threatened, in which the scope, validity or enforceability of any Company Intellectual Property is being, has been or could reasonably be expected to be contested or challenged; (viii) the Company and each Company Subsidiary has during the past six (6) years at all times complied with the patent marking provisions of United States patent law, 35 U.S.C. Section 287; and (ix) notwithstanding Section 2.1.15(viii), the Company and all Company Subsidiaries have complied with the patent marking requirement of (a) the United States Patent License Agreement between Kaneka and Mikron Industries, Inc., dated March 30, 1999 and the Consent Agreement between Mikron Industries, Inc. and MikronWood, LLC, dated May 31, 2000 regarding assignment of License Agreement with Kaneka Corporation from Mikron Industries, Inc. to MikronWood, LLC; and (b) the Patent License and Settlement Agreement between Comfortex Corporation and Mikron Industries, Inc., dated Mar. 1, 2001. (e) Neither the execution, delivery or performance of this Agreement or any of the other agreements, documents or instruments referred to in or contemplated by this Agreement nor the consummation of any of the transactions contemplated by this Agreement will, with or with or without the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a loss of, or encumbrance on, any Company Intellectual Property; (ii) all hardware products and tools, software and firmware products, tools and application services that are currently sold, published, offered, a breach of any Company IP Contract listed or under development by required to be listed in Schedule 2.1.15(a) of the CompanyCompany Disclosure Schedule; and (iii) all licenses the release, disclosure or delivery of any Company Intellectual Property by or to any escrow agent or other Person; or (in and out)iv) the grant, sublicenses and other agreements assignment or transfer to which the Company is a party and pursuant to which the Company or any other Person is authorized to use any of the Company Intellectual Property or exercise any rights with respect thereto. The disclosures described in clause (iii) of the preceding sentence include the identities of the parties to the relevant agreements, a brief description of the nature and subject matter thereof, the term thereof and a brief description of the payment terms (or a summary of any formula or procedure for determining such payment terms). (b) Each item of Company Intellectual Property is either: (i) owned solely by the Company free and clear of any Liens, except as noted in Schedule 4.13(b); or (ii) rightfully used and authorized for use by the Company and its successors pursuant to a valid and enforceable license. All of the Company Intellectual Property that is used by the Company pursuant to a license or other grant of a right by a third party or interest under, to use its proprietary information is separately identified as such in Schedule 4.13. The Company has all rights in the Company Intellectual Property necessary to carry out the Company’s activities. [Confidential Treatment Requested—] (c) The Company is not in violation or in any material respect of any license, sublicense or other agreement to which the Company is a party or otherwise bound relating to any of the Company Intellectual Property. Except as noted in Schedule 4.13, neither is the Company obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Company or Buyer, as successor to the Company, in the Company Intellectual Property. (df) The use of the Company Intellectual Property by the Company does not, and as currently contemplated to be used, infringe any other Person’s right in personal data or, to the Company’s Knowledge, any other Person’s copyright or trade secret rights. The use by the Company of the Company Intellectual Property does not and as currently contemplated to be used, infringe any other Person’s, patents, trademarks, service marks, trade names, logo, trade dress, mask work or other intellectual property right. No written claims (i) challenging the validity, enforceability, effectiveness or ownership by the Company of any of the Company Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacture, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Company Intellectual Property by the Company, infringes or will infringe on any intellectual property or other proprietary or personal right of any Person have been asserted against the Company or, to the Company’s Knowledge, are threatened by any Person nor, to the Company’s Knowledge, does there exist any valid basis for such a claim. To the Knowledge of the Company all granted Company, no Person has in the past six (6) years, infringed, misappropriated or issued patents and mask works, all registered trademarks and service marksotherwise violated, and all copyright registrations owned by no Person is currently infringing, misappropriating or otherwise violating, any Company Intellectual Property. Schedule 2.1.15(f) of the Company are validDisclosure Schedule accurately identifies (and Company has provided to Buyer a complete and accurate copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered by or to the Company, enforceable and subsisting. Subject to Schedule 4.13, any Company Subsidiary or any representative of the Company has the sole and exclusive right to practice the inventions that are the subject matter of the Company’s patents and no prior art or other materials exist that would prevent any Company Subsidiary since January 1, 1998 regarding any actual, alleged or block the Company from practicing the inventions that are claimed or covered by the Company’s patents. To the Company’s Knowledge, there is no unauthorized use, infringement, suspected infringement or misappropriation of any of Company Intellectual Property by any third party, employee or former employee. (e) The Company has secured from all parties (including employees) who have created any portion of, or otherwise have any rights in or to, the Company Intellectual Property owned by the Company valid and enforceable written assignments of any such work, invention, improvement or other rights to the Company and have provided or have made available true and complete copies of such assignments to Buyer. (f) The transactions contemplated under this Agreement will not alter, impair or otherwise affect any rights provides a brief description of the Company current status of the matter referred to in any Company Intellectual Propertysuch letter, communication or correspondence. (g) The To the Knowledge of the Company, neither the Company nor any Company Subsidiary has taken commercially reasonable measures ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated any Intellectual Property Right of any other Person in a manner that could result in liability to protect the proprietary nature Company of any type at any time beginning January 1, 1998 and extending into the future. Without limiting the generality of the foregoing, except as set forth in Schedule 2.1.15(g) of the Company Disclosure Schedule: (i) to the Knowledge of the Company, no product, information or service ever manufactured, produced, distributed, published, used, provided or sold by or on behalf of the Company or any Company Subsidiary, and no Intellectual Property and to maintain in confidence all trade secrets and confidential information owned ever owned, used or used developed by the Company or any Company Subsidiary, has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person in a manner that could result in liability to the Company of any type at any time beginning January 1, 1998 and extending into the future; (ii) no infringement, misappropriation or similar claim or proceeding is pending (with service of process having been made or written notice having been served on the Company or any Company Subsidiary) or, to the Knowledge of Company, has been threatened against the Company or any Company Subsidiary or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Company Subsidiary with respect to such claim or proceeding; (iii) neither the Company nor any Company Subsidiary has ever received since January 1, 1998 any notice or other communication relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person; (iv) neither the Company nor any Company Subsidiary is bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any intellectual property infringement, misappropriation or similar claim (other than pursuant to the Company's fabrication contracts, and other than as implied by Article 2 of the Uniform Commercial Code or other applicable law); (v) neither the Company nor any Company Subsidiary has ever assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability of another Person for infringement, misappropriation or violation of any Intellectual Property Right (other than pursuant to the Company's fabrication contracts); and (vi) to the Knowledge of the Company, no claim or proceeding involving any Intellectual Property or Intellectual Property Right licensed to the Company or any Company Subsidiary is pending or has been threatened, except for any such claim or proceeding that, if adversely determined, would not adversely affect: (A) the use or exploitation of such Intellectual Property or Intellectual Property Right by the Company or any Company Subsidiary; or (B) the manufacturing, distribution or sale of any product or service being developed, offered, manufactured, distributed or sold by the Company or any Company Subsidiary. (h) To No Person has brought or threatened any claim against the Company or any Company Subsidiary for the purported breach by Company or any Company Subsidiary of any confidentiality agreement at any time since January 1, 1998, and to the Knowledge of the Company’s Knowledge, Company Intellectual Property owned by neither the Company does not include nor any Publicly Available Software and Company Subsidiary is in breach of its obligations under any confidentiality agreement. (i) Neither the Company nor any Company Subsidiary has not used Publicly Available Software in whole brought or in part in threatened any Person for breaching any confidentiality agreement at any time since January 1, 1998, and to the development Knowledge of the Company, no Person is breaching any part confidentiality agreement with the Company. For purposes of Company Intellectual Property in a manner that may subject Company Intellectual Property in whole or in [Confidential Treatment Requested—]this Agreement:

Technology and Intellectual Property. (a) Schedule 4.13 lists3.13 sets forth a complete and accurate list of: (i) all patents Patents, registered and all material unregistered Trademarks, registered trademarks, service marks, copyrights and mask works, Copyrights and any applications and renewals for any of the foregoing foregoing, in each case, that is owned or held, by or on behalf of each Company, for use, or that is being, and/or has been, used, or is currently under development for use, in the CompanyBusiness; (ii) all hardware products and tools, software and firmware products, tools and application services that are currently sold, published, offered, or under development by the Company; and (iii) all licenses (in and out)licenses, sublicenses and other agreements to which the each Company is a party and pursuant to which the each Company or any other Person is authorized to use any of the Company Business Intellectual Property or exercise any rights other right with respect thereto. The disclosures described in clause regard thereto (other than commercial off the shelf software which is made available for a total cost of less than $5,000) (“Licenses-In”), and (iii) all licenses, sublicenses and other agreements to which each Company is a party and pursuant to which each Company has granted rights to others in Business Intellectual Property (other than customer agreements entered into in the ordinary course of business, substantially in the preceding sentence include the identities form of the parties to the relevant agreements, a brief description such Company’s form of the nature and subject matter thereof, the term thereof and a brief description of the payment terms customer agreement attached as Schedule 3.13) (or a summary of any formula or procedure for determining such payment terms“Licenses-Out”). (b) Each item of Company the Business Intellectual Property is in full force and effect (including, without limitation, current payment of maintenance fees, annuities and the like) and is either: (i) owned solely by the each Company free and clear of any Liens, except as noted in Schedule 4.13(b)Liens or licenses; or (ii) rightfully used and authorized for use by such Company (including after giving effect to the Company and its successors Merger) pursuant to a valid and enforceable written license, subject to the Bankruptcy and Equity Exception. All No item of the Company Business Intellectual Property that Property, including without limitation all or any portion of source code, is used by the Company pursuant held in escrow or required to a license or other grant of a right by a third party to use its proprietary information is separately identified as such be held in Schedule 4.13escrow. The To Company’s Knowledge, each Company has all rights in the Company Business Intellectual Property necessary to carry out the CompanyBusiness’s activities. [Confidential Treatment Requested—]former and current activities in all geographic locations and fields of use. (c) The No Company is not in violation in any material respect or breach of any license, sublicense License-In or other agreement to which the Company is a party or otherwise bound relating to any of the Company Intellectual Property. Except as noted in Schedule 4.13, neither is the Company obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Company or Buyer, as successor to the Company, in the Company Intellectual PropertyLicense-Out. (d) The To Company’s Knowledge, neither the operation of the Business (including, without limitation, the use of the Company Business Intellectual Property by the Company does not, any Company) as currently conducted and as currently contemplated proposed to be usedconducted, infringe nor any activity of any Company, infringes, misappropriates, or conflicts with the rights of any other Person in or to any Intellectual Property, or any other Person’s right of privacy, right in personal data ordata, to the Company’s Knowledgeor moral right (collectively, any other Person’s copyright or trade secret rights. The use by the Company of the Company Intellectual Property does not and as currently contemplated to be used, infringe any other Person’s, patents, trademarks, service marks, trade names, logo, trade dress, mask work or other intellectual property right“Third Party IP Rights”). No written claims (i) challenging the validity, enforceability, effectiveness effectiveness, right to use or ownership by the any Company of of, in or to any of the Company Business Intellectual Property or (ii) to the effect that the useany activity by any Company, reproductioninfringes, modification, manufacture, distribution, licensing, sublicensing, salemisappropriates or conflicts with, or will infringe, misappropriate or conflict with any other exercise of rights in any Company Intellectual Property by the Company, infringes or will infringe on any intellectual property or other proprietary or personal right of any Person Third Party IP Rights have been asserted against the any Company or, to the Company’s Knowledge, are threatened by any Person nor, to the Company’s Knowledge, nor does there exist any valid basis for such a claim. To the Knowledge There are no legal or governmental proceedings, including interference, re-examination, reissue, opposition, nullity, or cancellation proceedings pending that relate to any of the Company all granted or issued patents and mask worksBusiness Intellectual Property, all registered trademarks and service marksother than review of pending patent applications, and all copyright registrations to Company’s Knowledge, no such proceedings are threatened or contemplated by any governmental entity or any other person. All Business Intellectual Property currently owned by the Company are validthat have been issued by, enforceable and subsisting. Subject to Schedule 4.13or registered with, the Company has the sole and exclusive right to practice the inventions that or are the subject matter of an application filed with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency anywhere in the world have been duly maintained (including the payment of maintenance fees) and are not expired, cancelled or abandoned and, to Company’s patents Knowledge, are valid and no prior art or other materials exist that would prevent or block the Company from practicing the inventions that are claimed or covered by the Company’s patentsenforceable. To the Company’s Knowledge, there is no unauthorized use, infringement, or misappropriation of any of Company the Business Intellectual Property by any third party, employee or former employee. (e) The Each Company has secured from all parties Persons (including including, without limitation, current and former employees, independent contractors, consultants, development firms and outsourcing firms) who have created or contributed to the discovery or development of any portion of, or otherwise have any rights in or to, of the Company Business Intellectual Property owned by on behalf of the Company valid and enforceable written assignments of any such work, invention, improvement or other rights all Intellectual Property arising therefrom to the Company and have provided or have made available true and complete copies of such assignments to BuyerParent. (f) The transactions contemplated under this Agreement will not alter, impair or otherwise affect any rights of the Company any Company, or Parent as successor to Company, in any Company of the Business Intellectual Property. (g) The Each Company has taken commercially reasonable measures to protect the proprietary nature of the Company Business Intellectual Property and to maintain in confidence all trade secrets Trade Secrets included in the Business Intellectual Property, including, without limitation, requiring Company employees and confidential information owned consultants and any other Person with access to such Trade Secrets to execute a binding confidentiality agreement, copies or used forms of which have been provided to Parent and, to Company’s Knowledge, there has not been any breach by the Companyany party to such confidentiality agreements. (h) To Except as set forth on Schedule 3.13, in connection with the collection and/or use of personally identifiable information (“Personal Data”) described on Schedule 3.13, each Company has, during the five years prior to the date of this Agreement (or with respect to any Subsidiary acquired by Holdings within such five-year period, for such shorter period as such Subsidiary has been owned by Holdings), complied in all material respects with (i) all applicable statutes, regulations and Company privacy and data security policies relating to the collection, storage, use and onward transfer of all Personal Data maintained by or on behalf of any Company (including, without limitation, to the extent applicable to a Company, the Health Insurance Portability and Accountability Act of 1996 (P.L.104-191), as revised by the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (ARRA), Pub. L. No. 111-5 (the “HITECH Act”) and all associated rules and regulations and all state laws and regulations concerning privacy and data security); (ii) all contractual obligations applicable to Personal Data ((i) and (ii), collectively, the “Privacy Requirements”) and (iii) all applicable statutes and regulations concerning marketing, including, without limitation, those statutes and regulations concerning the transmission of commercial emails, text messages and other marketing materials and offers. Each Company (i) has security measures in place to protect all Personal Data under its control and/or in its possession and to protect such Personal Data from unauthorized access and such security requirements comply, to the extent applicable, with the Privacy Requirements; and (ii) each Company’s hardware, software, encryption, systems, policies and procedures are reasonably designed to protect the privacy, security and confidentiality of all Personal Data in accordance with the Privacy Requirements. Except as described on Schedule 3.13, no Company has, during the five years prior to the date of this Agreement (or with respect to any Subsidiary acquired by Holdings within such five-year period, for such shorter period as such Subsidiary has been owned by Holdings), suffered any breach in security that has permitted, to Company’s Knowledge, any unauthorized access to the Personal Data under that Company’s control or possession. Except as described on Schedule 3.13, each Company Intellectual Property owned has, to the extent required by applicable Law, required and does require all third parties to which it provides Personal Data and/or access thereto to maintain the Company does not include privacy and security of such Personal Data, including by contractually obliging such third parties to protect such Personal Data from unauthorized access by and/or disclosure to any Publicly Available Software and unauthorized third parties, to the Company has not used Publicly Available Software in whole or in part in extent required to comply with the development of any part of Company Intellectual Property in a manner that may subject Company Intellectual Property in whole or in [Confidential Treatment Requested—]Privacy Requirements.

Technology and Intellectual Property. (a) Schedule 4.13 SECTION 3.15 OF THE COMPANY DISCLOSURE SCHEDULE lists: (i) all patents patents, all trade marks and all service marks (whether registered trademarksor unregistered), service markscopyrights, copyrights designs and mask works, and other Intellectual Property (including any applications and renewals for any of the foregoing foregoing) owned by or on behalf of the CompanyCompany and any of its Subsidiaries; (ii) all hardware products and tools, software and firmware products, products and tools and application services that are currently sold, published, offered, or under development by the CompanyCompany and any of its Subsidiaries; and (iii) all licenses (in and out), sublicenses and other agreements (other than off the shelf software licenses) to which the Company and any of its Subsidiaries is a party and pursuant to which the Company and any of its Subsidiaries or any other Person is authorized to use any of the Company Intellectual Property or exercise any rights with respect thereto. The disclosures described in In relation to clause (iii) of the preceding sentence sentence: (A) disclosures in SECTION 3.15 OF THE COMPANY DISCLOSURE SCHEDULE must include the identities of 23 the parties to the relevant agreements, a brief description of the nature and subject matter thereof, the term thereof and a brief description of the payment terms (or a summary of any formula or procedure for determining such payment terms); and (B) the Sellers have provided accurate, complete and true copies of such licenses, sublicenses and agreements to Optium (other than off the shelf software licenses). (b) Each The entire right, title and interest in each item of Company Intellectual Property is either: (i) owned solely by the Company or one of its Subsidiaries free and clear of any Liens, except as noted in Schedule 4.13(b); or (ii) rightfully used and authorized for use by the Company or one of its Subsidiaries and its their respective successors pursuant to a valid and enforceable written license. All of the Company Intellectual Property that is used by the Company or its Subsidiaries pursuant to a license or other grant of a right by a third party to use its proprietary information is separately identified as such in Schedule 4.13SECTION 3.15 OF THE COMPANY DISCLOSURE SCHEDULE. The Company has all rights in the Company Intellectual Property necessary to carry out the Company’s 's former, current and currently planned future activities. [Confidential Treatment Requested—], including without limitation (except as specifically noted in SECTION 3.15 OF THE COMPANY DISCLOSURE SCHEDULE) rights to make, use, exclude others from using, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, communicate, publish, display and perform publicly, license, rent, lease, assign and sell the Company Intellectual Property in all geographic locations and fields of use, and to sublicense any or all such rights to third parties, including the right to grant further sublicenses. (c) The Neither the Company nor any Subsidiary is not in violation in any material respect of any license, sublicense or other agreement to which the Company is a party or otherwise bound relating to any of the Company Intellectual Property. Except as noted in Schedule 4.13SECTION 3.15 OF THE COMPANY DISCLOSURE SCHEDULE, neither is the Company nor any Subsidiary is obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Company or BuyerOptium, as successor to the Company, in the Company Intellectual Property. (d) The use of the Company Intellectual Property by the Company does not, as currently used and as currently contemplated proposed to be used, used does not infringe any other Person’s right 's copyright, trade secrets, privacy, rights in personal data orconfidential information, to the Company’s Knowledgemoral rights, any other Person’s copyright or patent, trade secret rights. The use by the Company of the Company Intellectual Property does not and as currently contemplated to be used, infringe any other Person’s, patents, trademarks▇▇▇▇, service marks▇▇▇▇, trade namesname, firm name, logo, trade dress, mask work circuit layout rights or other intellectual property rightIntellectual Property rights. No written claims (i) challenging the validity, enforceability, effectiveness or ownership by the Company of any of the Company Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacture, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Company Intellectual Property by the CompanyCompany and its Subsidiaries, infringes or will infringe on any intellectual property or other proprietary or personal right of any Person have been asserted against the Company or, to the Company’s Knowledge, are threatened by any Person nor, to the Company’s Knowledge, nor does there exist any valid basis for such a claim. To the Knowledge There are no legal or governmental proceedings, including interference, re-examination, reissue, opposition, nullity, or cancellation proceedings pending that relate to any of the Company all Intellectual Property, other than review of pending patent applications, and neither the Company, any Subsidiary nor any Seller is aware of any information indicating that such proceedings are threatened or contemplated by any governmental entity or any other Person. All granted or issued patents and mask workspatents, all registered trademarks trade marks and service marks, and all copyright registrations owned by the Company are valid, enforceable and subsisting. Subject to Schedule 4.13, the Company has the sole and exclusive right to practice the inventions that are the subject matter of the Company’s patents and no prior art or other materials exist that would prevent or block the Company from practicing the inventions that are claimed or covered by the Company’s patents. To the Company’s Knowledge, there There is no unauthorized use, infringement, or misappropriation of any of Company Intellectual Property by any third party, employee or former employee. (e) SECTION 3.15 OF THE COMPANY DISCLOSURE SCHEDULE separately lists all parties who have created any portion of, or otherwise have any rights in or to, the Company Intellectual Property, including any independent contractors engaged by the Company. The Company has and each Subsidiary have secured from all parties (including employees) who have created any portion of, or otherwise have any rights in or to, the Company Intellectual Property owned by the Company Company: (i) valid and enforceable written assignments of any such work, invention, improvement or other rights to the Company and each Subsidiary, (ii) written consents from each individual author of copyright works embodying Company Intellectual Property, permitting the Company and each Subsidiary to use the works in any manner, including acts which may infringe the author's moral rights in those works. The Sellers have provided or have made available true and complete copies of such assignments and consents to BuyerOptium. (f) The transactions contemplated under this Agreement will not alter, impair or otherwise affect any rights of the Company in any Company Intellectual Property. (g) The Company has taken commercially reasonable measures to protect the proprietary nature of the Company Intellectual Property and to maintain in confidence all trade secrets and confidential information owned or used by the CompanyCompany or any of its Subsidiaries. (h) To the Company’s Knowledge, No Company Intellectual Property owned by the Company does not include includes, contains, incorporates, links or calls to or otherwise uses any Publicly Available Software and the Company has not used Publicly Available Software in whole or in part in the development of any part of Company Intellectual Property in a manner that may subject any Company Intellectual Property in whole or in [Confidential Treatment Requested—]part, to all or part of the license obligations of any Publicly Available Software. "PUBLICLY AVAILABLE SOFTWARE" means each of (i) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g. Linux), copyleft, community source code license, or similar licensing and distribution models; and (ii) any software that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from, or distributed with such software (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no or minimal charge. Publicly Available Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models similar to any of the following: (a) GNU General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g. PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), the Sun Industry Source License (SISL), and the Apache Server License.