Except as set forth in Schedule 3.12 , the Borrower owns all right, title and interest in and to the Intellectual Property licensed by the Borrower to CBI as set forth in the IP Agreement, without conflict with the rights of any other person. To the Borrower’s knowledge, the use of such Intellectual Property does not interfere with, infringe upon, misappropriate or otherwise violate the intellectual property rights of any person, and no material claim or litigation regarding any of the foregoing is pending or threatened in writing.