SOOUM owns, has a valid license to use, or otherwise possesses legally enforceable rights to use all intellectual property used in its business as currently conducted, except for any such failures to own, license or possess that would not have a SOOUM Material Adverse Effect.  SOOUM has not received any notice of infringement of or conflict with, and, to its knowledge, there are no infringements of or conflicts with, the rights of any person with respect to the use of any of SOOUM’s intellectual property.