The Company owns or possesses or can obtain on commercially reasonable terms adequate rights or licenses to use, all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights necessary for the Company’s business as now conducted with respect to the 797 Assets, except for such failures to own or possess or obtain as would not be reasonably expected to have a Material Adverse Effect (the “ 797 Intellectual Property Rights ”).  Except as disclosed in the SEC Reports, there is no claim, action or proceeding being made or brought, or to the knowledge of the Company, being threatened, against the Company regarding the 797 Intellectual Property Rights, except for such claim, action or proceedings as would not reasonably be expected to have a Material Adverse Effect; and the Company is not aware of any facts or circumstances which might reasonably give rise to any of the foregoing infringements or claims, actions or proceedings, except for such facts and circumstances as would not reasonably be expected to have a Material Adverse Effect.