. “Technology Transfer Material” means the methods, protocols and other information listed in [Exhibit 1.21] hereto.

except for Excluded Contracts, all Contracts (other than the Lease) primarily related to, or otherwise necessary for the operation of, the Business or the use of the Purchased Assets, and all rights related thereto (the “Seller Contracts”);

Background Technology. As between the Parties, # Unum will own all right, title and interest in and to the Unum Background Technology, and # SGI will own all right, title and interest in and to the SGI Background Technology.

Information Technology . The information technology systems used by the Company (“IT Systems”) are designed, implemented, operated and maintained in accordance with customary industry standards and practices for entities operating businesses similar to the Business, including with the respect to redundancy, reliability, scalability and security. Without limiting the foregoing, # the Company has taken reasonable steps and implemented reasonable procedures to ensure that its IT Systems are free from Harmful Code, and # the Company has in effect industry standard disaster recovery plans, procedures and facilities for the Business and has taken all reasonable steps to safeguard the security and the integrity of its IT Systems. There have been no unauthorized intrusions or breaches of the security with respect to the IT Systems. The Company has implemented any and all security patches or upgrades that are generally available for the IT Systems.

Background Technology. As between the Parties, each Party shall own and retain all right, title and interest in and to any and all Information, Inventions, Patents and other intellectual property rights that are Controlled by such Party or any of its Affiliates or, with respect to Allergan, its or their Sublicensees, as of the Effective Date.

Licensing Technology. Upon closing of this Agreement, the Purchaser may, at its discretion, enter into one or more licensing agreements with other companies.

Special Assistance. Upon request by TLC Hong Kong, TLC and TLC Hong Kong will negotiate in good faith the terms and conditions of a separate development and technical services agreement relating to the Derivative Products, which will include

Production Assistance. Subject to any applicable regulatory approvals, if any, TLC agrees to, based on TLC Hong Kong’s reasonable request, deliver, transfer or sell to TLC Hong Kong the production equipment, facility construction and other production related supports, (including but not limited to related raw materials, machines, equipment, systems and/or computer software) at reasonable price and within reasonable timeframe, or charge other fees related to the production. In principle, in providing assistance under this Section, TLC will ​ and TLC will ​.

Reimbursement of up to $30,000 for expenses directly relating to the sale of your home in Concord, OH.

Until the conclusion of the Employment Term and indefinitely thereafter [[Mr. Hackney:Person]] will continue to cooperate as reasonably requested from time to time in Cracker Barrel’s defense of litigation instituted by any private party (but specifically excluding Government Agencies, as defined below). To that end, [[Mr. Hackney:Person]] will not voluntarily provide any information or testimony concerning the Company or any subsidiary to a non-Government Agency absent a court order or subpoena compelling him to do so. In the event [[Mr. Hackney:Person]] receives such an order or subpoena, he further agrees to: # provide a copy of the order/subpoena to the Company’s General Counsel within 24 hours of receipt; # oppose any such subpoena and/or allow the Company to oppose such a subpoena on him behalf; and # cooperate with the Company in preparing for him testimony if and when it is compelled or requested by the Company and [[Mr. Hackney:Person]] will testify truthfully in all matters, including on those occasions when he may be called upon by the Company to do so. All reasonable costs incurred by [[Mr. Hackney:Person]] in connection with him obligations under this Section will be reimbursed by the Company upon a timely request for reimbursement.