Private Media Group (PRVT)

6.12 Intellectual Property

(a) Section 6.12(a)(i) of the Disclosure Schedule sets forth a list of the Domain Names, Patents, Software, Trademarks and registered or material Copyrights owned by each of the Subsidiaries in the operation of its business (except for commercially available software and so-called “shrink wrap” software) and, where appropriate, the date, serial or registration number, and place of any registration thereof. Section 6.12(a)(ii) of the Disclosure Schedule sets forth a list of each contract relating to Intellectual Property of any other Person used or held by each of the Subsidiaries that is material to the operation of its business (except for commercially available Software and so-called “shrink wrap” agreements. Each of the Subsidiaries owns and possesses all right, title and interest in and to, or has a valid license to use, all of the Intellectual Property owned or used by it, and no such Intellectual Property has been abandoned.

(b) Except pursuant to a Contract or Material Agreement set forth on Section 6.12 to the Disclosure Schedule or as otherwise set forth on Section 6.12(b) of the Disclosure Schedule, all of the Intellectual Property used by the Subsidiaries in the conduct of the Companies Business are owned by the respective Subsidiary, and the respective Subsidiary has the sole and exclusive right to use such Intellectual Property for the life thereof as currently conducted for any purpose, free from (i) any Security Interest and (ii) any requirement of any past, present or future royalty payments, license fees, charges or other payments or conditions or restrictions whatsoever. Other than non-exclusive licenses of content to customers of Game Link in the Ordinary Course of Business, none of the Subsidiaries has licensed or otherwise granted any right to any Person under any Intellectual Property owned or licensed to a Subsidiary or has otherwise agreed not to assert any such Intellectual Property against any Person.

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(c) No director, officer, shareholder, employee, consultant, contractor, agent or other representative of Subsidiary, owns or claims any rights in (nor has any of them made application for) any Intellectual Property owned or used by a Subsidiary.

(d) Each Subsidiary has entered into confidentiality and nondisclosure agreements with all of their directors, officers, employees, consultants, contractors and agents and any other Person with access to the Trade Secrets of the Subsidiaries to protect the confidentiality and value of such Trade Secrets, and, to the Knowledge of Sellers, there has not been any breach by any of the foregoing to any such agreement.

(e) The Subsidiaries have not received any actual notice of, nor does any Seller or Subsidiary have Knowledge of any reasonable basis for an allegation of, any infringement or misappropriation by, or conflict with, any third party with respect to any Intellectual Property.

(f) To the Knowledge of Sellers and the Subsidiaries, no Subsidiary has infringed, misappropriated or otherwise violated any material Intellectual Property rights of any third parties, and no Seller or Subsidiary has Knowledge of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the Companies Business as presently operated.

(g) The consummation of the transactions contemplated by this Agreement will not adversely affect the right of the Subsidiaries to continue to use their Intellectual Property.

(h) To the extent that registration of any Intellectual Property of any Subsidiary is required by law, such Intellectual Property has been duly and validly registered or filed, and any fees that are necessary to maintain in force any Intellectual Property have been paid.