Audiovox 2012 Annual Report Download - page 137

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d. agreements between any of the Companies and any of the Sellers (except for the service agreements existing with
LG and JB and the Shareholder Loans);
e. the agreements with the ten largest customers of the Companies (by sales for the year 2011);
f. the agreements with the ten largest suppliers of the Companies (by turnover for the year 2011); and
g. agreements (other than agreements falling under this Section 9.3) not fully performed at the Signing Date and
providing, in each case, for annual payments exceeding EUR 1.000.000 (in words: Euro one million) except
employment agreements.
10. Intellectual Property
10.1 The Companies own and are (or have filed to be) the registered owner or are legally entitled to use the trademarks,
patents, registered designs and domains which they use in their businesses (the trademarks, patents, registered
designs and domains the "IP-Rights"). To the Sellers' Knowledge, (i) the IP-Rights are not subject to any pending
proceedings for opposition, cancellation, revocation or rectification which may materially negatively affect the operation
of the business of the Companies as currently conducted nor have such proceedings been threatened in writing vis-à-
vis the Companies since 1 January 2011 nor (ii) are they materially infringed by third parties. To the Sellers'
Knowledge, (i) all fees necessary to maintain the IP-Rights have been paid, (ii) all necessary renewal applications
have been filed and (iii) all other material steps necessary for their maintenance (other than use) have been taken. To
the Sellers' Knowledge, none of the Companies does materially infringe any intellectual property rights of third parties.
To the Sellers' Knowledge, none of the IP Rights material for the business of the Companies as currently conducted
have been licensed to third parties.
10.2 The Statutory Annual Accounts 2011 contain sufficient and adequate provisions or accruals with respect to the use of
all IP-Rights of SISVEL as well as MPEGLA (in each case including their respective Affiliates) which are necessary to
operate the business of the Companies as it is conducted on the day hereof or which they have in fact used in the
past, and neither the Companies nor the Purchaser or any of Purchaser's Affiliates will owe to SISVEL or MPEGLA
any license fees, dues or similar amounts in excess of the sums provided for or accrued, whether based on contract,
tort or any other legal basis, which are based upon the use by the Companies or any one of them in the periods
through the Effective Date, of any patents which SISVEL or MPEGLA (in each case including their respective
Affiliates) own or are otherwise legally entitled to.
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22