(a)  Schedule 5 lists all Intellectual Property registered or applied to be registered in the United States (the “ Registered IP ”) owned by such Grantor in its own name on the date hereof. Except as set forth in Schedule 5 , such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Registered IP and all Intellectual Property used in such Grantor’s business that is material to such business and proprietary to such Grantor (collectively, the “Company IP”), and such Grantor is otherwise entitled to use all such Company IP, without limitation, subject only to the license terms of the licensing or franchise agreements referred to in paragraph (c) below.