Section 3.01(y) of the Company Disclosure Letter contains an accurate and complete list of all Intellectual Property owned (in whole or in part), licensed to any extent or used or anticipated to be used in and material to the conduct of the business as currently conducted or proposed to be conducted, whether in the name of the Company, its Subsidiaries, any of its employees or otherwise, that is (i) included in sub-clauses (a), (b) and (c) of the definition of Intellectual Property or (ii) included in sub-clauses (e) and (f) of such definition to the extent such item has been registered or an application for registration has been filed. The Company or a Key Subsidiary owns or has the valid right to use all Intellectual Property that is material to the operation of the business as currently conducted or proposed to be conducted by the Company and its Subsidiaries. The Company or a Key Subsidiary has secured from all parties (including employees) who have created any portion of, or otherwise have any rights in or to, all Intellectual Property used by the Company or a Key Subsidiary valid and enforceable written assignments of any such work, invention, improvements or other rights to the Company or a Key Subsidiary to the extent necessary to vest valid title to such Intellectual Property in the Company or a Key Subsidiary. Each item constituting part of the Intellectual Property set forth in Section 3.01(y) of the Company Disclosure Letter, to the extent indicated in Section 3.01(y) of the Company Disclosure Letter, is duly registered with, filed in or issued by, as the case may be, the appropriate Authority as indicated in the Company Disclosure Letter and such registrations, filings and issuances remain in full force and effect. The ownership and use of Intellectual Property by the Company and its Subsidiaries do not infringe in any material respect any Intellectual Property right of any Person. No claim, written or oral, has been asserted or, to the Company’s Knowledge, could be asserted which threatens the use of any Intellectual Property by the Company or a Key Subsidiary in a manner consistent with past practice. To the Company’s Knowledge no Person is engaging in any activity that infringes in any material respect upon the Intellectual Property owned by the Company or a Subsidiary or upon the rights of the Company or its Subsidiaries in or to any Intellectual Property.