NBPC represents and warrants that all trademarks and trademark applications, and all patents and patent applications, as set forth in Schedule 3.7, and any trade secrets, and “know-how” held relating to the business of NBPC and all other intangible assets, in NBPC’s possession or that may be reasonably acquired by NBPC any other proprietary information and trade secrets relating to the business of NBPC (collectively the “Intellectual Property” ) shall remain the intellectual property of NBPC as of the date of Closing of this Agreement and that NBPC shall take any steps reasonable to assign or otherwise transfer any Intellectual Property right to Nexus, as necessary to protect Nexus’s rights to the same.  Further, NBPC owns, free and clear of any encumbrance, or has the valid right to sell all Intellectual Property used by in its business, as currently conducted. NBPC represents that it has not received any written complaint, claim or notice alleging any infringement, violation or misappropriation. Additionally, NBPC has taken reasonable precautions (i) to protect its rights in its Intellectual Property and (ii) to maintain the confidentiality of its trade secrets, know-how and other confidential Intellectual Property, related to the business and to NBPC’s knowledge, there have been no acts or omissions by the managers, members, employees and agents of NBPC, the result of which would be to materially compromise the rights of NBPC to apply for or enforce appropriate legal protection of NBPC’s Intellectual Property.