Section 6.19 of the Seller Disclosure Schedules sets forth a list of all Intellectual Property used in the Business, together with all pending applications for any of the foregoing and all agreements whereby Seller uses any Intellectual Property, except for license agreements for shrink-wrap, click-through or off-the-shelf software. Seller owns or possesses and has full right to use all Intellectual Property necessary to conduct the Business as conducted, and no claim is pending or, to Seller’s Knowledge, threatened to the effect that the operations of the Business infringe upon, misappropriate, or conflict with the Intellectual Property of any third party or is invalid or unenforceable, and, to Seller’s Knowledge, there is no basis for any such claim (whether or not pending or threatened). Seller has not granted or assigned to any third person or entity any right to license, market, develop, or sell any Products and is not bound by any agreement that affects Seller’s exclusive right to license, market, develop, distribute or sell the Products. Seller has no Knowledge of any basis for any claim (whether or not pending or threatened) to the effect that any Person has infringed upon or misappropriated any of Intellectual Property used in the Business.