Except as disclosed in SEC Reports or the Disclosure Letter to the Securities Purchase Agreement, Issuer and its Subsidiaries have all material rights with respect to Intellectual Property necessary or material in the operation or conduct of Issuer’s and its Subsidiaries’ businesses as currently conducted and proposed to be conducted by such parties. Without limiting the generality of the foregoing, and in the case of Licenses, except for restrictions that are unenforceable under Article 9 of the UCC or other applicable law, Issuer and its Subsidiaries have the right, to the extent required to operate their business, to freely transfer, license or assign Intellectual Property necessary or material in the operation or conduct of their business as currently conducted and proposed to be conducted by them, without condition, restriction or payment of any kind (other than license payments in the ordinary course of business) to any third party.