SED and its Subsidiaries own or possess all Intellectual Property, except where the lack of such ownership or rights to use would not have a Material Adverse Effect. SED is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any of SED’s Intellectual Property or the operation of SED’s business. SED and its subsidiaries have taken all steps necessary to perfect its ownership of and interest in SED’s Intellectual Property.