Intellectual Property. The Company and the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. The Company and the Subsidiary ownSubsidiaries have, or possess adequate enforceablehave rights to useuse, all patents, patent applications, trademarks (both registered and unregistered),trademarks, trademark applications, service marks, trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations,trade secrets, inventions, copyrights, copyright registrations, licenses and know-how (including trade secretsother intellectual property rights and other unpatented and/similar rights necessary or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”), necessaryrequired for the conduct ofuse in connection with their respective businesses as conducted as ofdescribed in the date hereof, except to the extent thatSEC Reports and which the failure to ownso have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or possess adequateotherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to usenot have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property wouldRights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. TheTo the knowledge of the Company, the Company and the Subsidiary ownSubsidiaries have, or possess adequate enforceablehave rights to useuse, all patents, patent applications, trademarks (both registered and unregistered),trademarks, trademark applications, service marks, trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations,trade secrets, inventions, copyrights, copyright registrations, licenses and know-how (including trade secretsother intellectual property rights and other unpatented and/similar rights necessary or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”), necessaryrequired for the conduct ofuse in connection with their respective businesses as conducted as ofdescribed in the date hereof, except to the extent thatSEC Reports and which the failure to ownso have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminated or possess adequatebeen abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to usenot have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the Subsidiary ownrequisite licenses or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered),patent rights, inventions, know-how, trade names,secrets, trademarks, trademark registrations,applications, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licensesnames, trade names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectualcopyrights (“Intellectual Property”), necessary for theto enable it to conduct of their respective businessesits business as conductednow operated (and, as of the date hereof, exceptpresently contemplated to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually orbe operated in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company andfuture). Except as disclosed in the Subsidiaries have not receivedSEC Documents, there is no claim or action by any written notice of any claim of infringementperson pertaining to, or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are noproceeding pending, or to the Company’s knowledge, threatened judicial proceedingsknowledge threatened, which challenges the right of the Company or interference proceedings challengingof a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any ofknowledge, the Company’s or its Subsidiaries’ patents, patent applicationscurrent and intended products, services and processes do not infringe on any Intellectual Property or proprietary information. No other entityrights held by any person; and the Company is unaware of any facts or individual has any right or claim incircumstances which might give rise to any of the Company’s or anyforegoing. The Company and each of its Subsidiary’s patents, patent applications or any patentSubsidiaries have taken reasonable security measures to be issued therefrom by virtueprotect the secrecy, confidentiality and value of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to anytheir Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.Property.

Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the Subsidiary ownrequisite licenses or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered),patent rights, inventions, know-how, trade names,secrets, trademarks, trademark registrations,applications, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licensesnames, trade names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectualcopyrights (“Intellectual Property”), necessary for theto enable it to conduct of their respective businessesits business as conductednow operated (and, as of the date hereof, exceptpresently contemplated to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually orbe operated in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company andfuture); Except as disclosed in the Subsidiaries have not receivedSEC Documents, there is no claim or action by any written notice of any claim of infringementperson pertaining to, or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are noproceeding pending, or to the Company’s knowledge, threatened judicial proceedingsknowledge threatened, which challenges the right of the Company or interference proceedings challengingof a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any ofknowledge, the Company’s or its Subsidiaries’ patents, patent applicationscurrent and intended products, services and processes do not infringe on any Intellectual Property or proprietary information. No other entityrights held by any person; and the Company is unaware of any facts or individual has any right or claim incircumstances which might give rise to any of the Company’s or anyforegoing. The Company and each of its Subsidiary’s patents, patent applications or any patentSubsidiaries have taken reasonable security measures to be issued therefrom by virtueprotect the secrecy, confidentiality and value of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to anytheir Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.Property.

Intellectual Property. TheProperty Rights. To the Company’s knowledge, the Company and the Subsidiaryits Subsidiaries own or possess adequate enforceable rights or licenses to use all patents, patent applications, trademarks (both registered and unregistered),material trademarks, trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations,service names, patents, patent rights, copyrights, copyright registrations, licenses and know-how (includinginventions, licenses, approvals, governmental authorizations, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures)intellectual property rights (collectively, the “Intellectual Property”“Intellectual Property”), necessary for theto conduct of their respective businesses as conductednow conducted, except as of the date hereof, exceptset forth in [Schedule 3(j)] or to the extent that the failure to ownown, possess, license or possessotherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in [Schedule 3(j)], to the Company’s knowledge, none of the Company’s active and registered Intellectual Property will expire or terminate by the terms and conditions thereof within two years from the date of this Agreement which could reasonably be expected to have a Material Adverse Effect. The Company and theits Subsidiaries do not have not received any written noticeknowledge of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or toof any Intellectual Property owned, licensedof others and, except as set forth on [Schedule 3(j)], there is no claim, action or optioned byproceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or any Subsidiaryits Subsidiaries regarding Intellectual Property, which claim, if the subject of an unfavorable decision, would result incould reasonably be expected to have a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns or possesses the Subsidiary ownrequisite licenses or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered),patent rights, inventions, know-how, trade names,secrets, trademarks, trademark registrations,applications, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licensesnames, trade names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectualcopyrights (“Intellectual Property”), necessary for theto enable it to conduct of their respective businessesits business as conductednow operated (and, as of the date hereof, exceptpresently contemplated to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually orbe operated in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not receivedfuture); there is no claim or action by any written notice of any claim of infringementperson pertaining to, or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are noproceeding pending, or to the Company’s knowledge, threatened judicial proceedingsknowledge threatened, which challenges the right of the Company or interference proceedings challengingof a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any ofknowledge, the Company’s or its Subsidiaries’ patents, patent applicationscurrent and intended products, services and processes do not infringe on any Intellectual Property or proprietary information. No other entityrights held by any person; and the Company is unaware of any facts or individual has any right or claim incircumstances which might give rise to any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.foregoing.

Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the Subsidiary ownrequisite licenses or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered),patent rights, inventions, know-how, trade names,secrets, trademarks, trademark registrations,applications, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licensesnames, trade names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectualcopyrights (“Intellectual Property”), necessary for theto enable it to conduct of their respective businessesits business as conductednow operated (and, as of the date hereof, exceptpresently contemplated to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually orbe operated in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not receivedfuture); there is no claim or action by any written notice of any claim of infringementperson pertaining to, or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are noproceeding pending, or to the Company’s knowledge, threatened judicial proceedingsknowledge threatened, which challenges the right of the Company or interference proceedings challengingof a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any ofknowledge, the Company’s or its Subsidiaries’ patents, patent applicationscurrent and intended products, services and processes do not infringe on any Intellectual Property or proprietary information. No other entityrights held by any person; and the Company is unaware of any facts or individual has any right or claim incircumstances which might give rise to any of the Company’s or anyforegoing. The Company and each of its Subsidiary’s patents, patent applications or any patentSubsidiaries have taken reasonable security measures to be issued therefrom by virtueprotect the secrecy, confidentiality and value of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to anytheir Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.Property.

. Each of the Company and the Subsidiary owneach of its Subsidiaries owns, or possess adequate enforceable rightsis licensed to useuse, all patents,domestic and foreign trademarks, tradenames, patents and patent applications, trademarks (both registeredcopyrights, technology, know-how and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”),processes necessary for the conduct of their respective businessesits business as currently conducted as of the date hereof,(the “Intellectual Property”) except to the extent thatfor those the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate,license which could not reasonably be expected to have a Material Adverse Effect. The CompanyNo claim has been asserted and is pending or, to the Subsidiaries have not receivedknowledge of the Company, has been threatened by any written noticePerson challenging or questioning the use of any claim of infringement or conflict which assertedsuch Intellectual Property rightsor the validity or effectiveness of others,any such Intellectual Property which infringement or conflict, if the subject of an unfavorable decision, would result incould reasonably be expected to have a Material Adverse Effect. There are no pending, or toEffect, nor does the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scopeCompany know of any valid basis for any such claim. The use of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses grantedIntellectual Property by the Company or any Subsidiary. The Company hasand its Subsidiaries does not received any written notice of any claim challenginginfringe on the rights of any Person, except for such claims and infringements that, in the Company or its Subsidiaries in oraggregate, could not reasonably be expected to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result inhave a Material Adverse Effect.

Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the Subsidiary ownrequisite licenses or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered),patent rights, inventions, know-how, trade names,secrets, trademarks, trademark registrations,applications, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licensesnames, trade names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectualcopyrights (“Intellectual Property”), necessary for theto enable it to conduct of their respective businessesits business as conductednow operated (and, as of the date hereof, exceptpresently contemplated to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually orbe operated in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not receivedfuture); there is no claim or action by any written notice of any claim of infringementperson pertaining to, or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are noproceeding pending, or to the Company’s knowledge, threatened judicial proceedingsknowledge threatened, which challenges the right of the Company or interference proceedings challengingof a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any ofknowledge, the Company’s or its Subsidiaries’ patents, patent applicationscurrent and intended products, services and processes do not infringe on any Intellectual Property or proprietary information. No other entity rights held by any person and/or individual hasentity; and the Company is unaware of any rightfacts or claim incircumstances which might give rise to any of the Company’s or anyforegoing. The Company and each of its Subsidiary’s patents, patent applications or any patentSubsidiaries have taken reasonable security measures to be issued therefrom by virtueprotect the secrecy, confidentiality and value of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to anytheir Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.Property.