(a)  Schedule 4.9 lists all material Intellectual Property Collateral which is registered with a Governmental Authority or is the subject of an application for registration (other than Internet domain names), in each case which is owned by such Grantor in its own name on the Closing Date.  Except as set forth in Schedule 4.9 , such Grantor is the owner of the entire right, title and interest in and to all Intellectual Property Collateral which is owned by such Grantor in its own name on the Closing Date which is material to such Grantor’s business (collectively, the “ Owned Intellectual Property ”).  To such Grantor’s knowledge, each Grantor has a valid and enforceable right to use all Intellectual Property Collateral which it uses in its business, but does not own which is material to such Grantor’s business (collectively, the “ Licensed Intellectual Property ”), except which failure to have such a right could not reasonably be expected to have a Material Adverse Effect.