Schedule 5.5 sets forth all of the material Intellectual Property Rights owned or used by SuckerPunch in connection with the Business. Except as set forth on Schedule 5.5 , the Intellectual Property Rights are owned free and clear of all Encumbrances or have been duly licensed for use by SuckerPunch and all pertinent licenses and their respective material terms are set forth on Schedule 5.5 . Except as set forth on Schedule 5.5 , the Intellectual Property Rights are not the subject of any pending adverse claim or, to SuckerPunch’s knowledge, the subject of any threatened litigation or claim of infringement or misappropriation. Except as set forth on Schedule 5.5 , SuckerPunch has not violated the terms of any license pursuant to which any part of the Intellectual Property Rights have been licensed by SuckerPunch. To SuckerPunch’s knowledge, except as set forth on Schedule 5.5 , the Intellectual Property Rights do not infringe on any intellectual property rights of any third party. To SuckerPunch’s knowledge, the Intellectual Property Rights licensed constitute all of the intellectual property rights necessary to conduct the Business as presently conducted. Except as set forth on Schedule 5.5 , the Intellectual Property Rights will continue to be available for use by Parent from and after the Effective Time at no additional cost to Parent.