Schedule 4.17 of the Company Disclosure Schedules sets forth a true and complete list of all patents and patent applications, registered trademarks or service marks and applications to register any trademarks or service marks, registered copyrights and applications for registration of copyrights owned by the Company and used in the Company’s businesses (the “ Company IP ”).  All required filings and fees related to the Company IP have been timely filed with and paid to the applicable Governmental Authorities and all such registrations are in good standing.  The Company has made available to the Buyer true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Company IP.  The Company is the sole and exclusive legal and beneficial, and with respect to such registrations, record, owner of all right, title and interest in and to the Company IP, and, to the Knowledge of the Company, has the valid right to use all other Intellectual Property necessary for the conduct of the Company’s current business or operations, in each case, free and clear of Encumbrances other than Permitted Encumbrances.  The Company’s rights in the Company IP are valid, subsisting and enforceable.  The Company has taken reasonable steps to maintain the Company IP and to protect and preserve the confidentiality of all material trade secrets owned by the Company.  To the Knowledge of the Company, the conduct of the Company’s business and the products, processes and services of the Company, do not infringe or misappropriate the Intellectual Property or other rights of any Person.  There are no Actions (including any oppositions, interferences or re-examinations) settled, pending or to the Knowledge of the Company, threatened (including in the form of offers to obtain a license): (i) against the Company alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any Person by the Company or (ii) by the Company alleging any infringement, misappropriation, dilution or violation by any Person of the Intellectual Property of the Company.