VeriSign (VRSN)

Intellectual Property

We rely primarily on a combination of copyrights, trademarks, service marks, patents, restrictions on disclosure and other methods to protect our intellectual property. We also enter into confidentiality and/or invention assignment agreements with our employees, consultants and current and potential affiliates, customers and business partners. We also generally control access to and distribution of proprietary documentation and other confidential information.

We have been issued numerous patents in the U.S. and abroad, covering a wide range of our technology. Additionally, we have filed numerous patent applications with respect to certain of our technology in the U.S. Patent and Trademark Office and patent offices outside the U.S. Patents may not be awarded with respect to these applications and even if such patents are awarded, such patents may not provide us with sufficient protection of our intellectual property.

We have obtained trademark registrations for various VeriSign marks in the U.S. and other countries, including VERISIGN, the VeriSign logo, the checkmark circle, GEOTRUST, and THAWTE. We have also filed numerous applications to register VeriSign trademarks and claims, and have common law rights in many other proprietary names. We take steps to enforce and police VeriSign’s trademarks. We rely on the strength of our VeriSign brand to differentiate ourselves in the marketing of our products, particularly with respect to our SSL certificates.

With regard to our Naming Services business, our principal intellectual property consists of, and our success is dependent upon, proprietary software used in our registry service business and certain methodologies and technical expertise we use in both the design and implementation of our current and future registry services and Internet-based products and services businesses, including the conversion of internationalized domain names. We own our proprietary shared registration system through which competing registrars submit second-level domain name registrations for each of the registries we operate. Some of the software and protocols used in our registry services are in the public domain or are otherwise available to our competitors.

With regard to our SSL Certificate Services and our IAS, we also rely on certain licensed third-party technology, such as public key cryptography technology licensed from RSA, and other technology that is used in our security services to perform key functions. RSA has granted us a perpetual, royalty-free, nonexclusive, worldwide license to use certain RSA products relating to certificate issuing, management and processing

15

Table of Contents

functionality. We develop services that contain or incorporate the RSA BSAFE products and that relate to digital certificate-issuing software, software for the management of private keys and for digitally signing computer files on behalf of others, and software for customers to preview and forward digital certificate requests to them. RSA’s BSAFE product is a software tool kit that allows for the integration of encryption and authentication features into software applications.

With regard to our Communications Services and Messaging and Mobile Media Services businesses, we offer a wide variety of services, including Connectivity and Interoperability, Intelligent Database, Content Portal, and Billing and Commerce services, each of which may be protected by copyright, trade secret, patents and/or patent applications. We have also entered into agreements with third-party providers and licensors, including third party providers of content such as music, games and logos.

Intellectual Property

We rely primarily on a combination of copyrights, trademarks, service marks, patents, restrictions on disclosure and other methods to protect our intellectual property. We also enter into confidentiality and/or invention assignment agreements with our employees, consultants and current and potential affiliates, customers and business partners. We also generally control access to and distribution of proprietary documentation and other confidential information.

We have been issued numerous patents in the United States and abroad, covering a wide range of our technology. Additionally, we have filed numerous patent applications with respect to certain of our technology in

11

Table of Contents

the U.S. Patent and Trademark Office and patent offices outside the United States. Patents may not be awarded with respect to these applications and even if such patents are awarded, such patents may not provide us with sufficient protection of our intellectual property.

We have obtained trademark registrations for various VeriSign marks in the United States and other countries. We have also filed numerous applications to register VeriSign trademarks and claims, and have common law rights in many other proprietary names. We take steps to enforce and police VeriSign’s marks.

With regard to our Information and Security Services business, we also rely on certain licensed third-party technology, such as public key cryptography technology licensed from RSA, a security division of EMC Corporation, and other technology that is used in our security services to perform key functions. RSA has granted us a perpetual, royalty-free, nonexclusive, worldwide license to use RSA’s products relating to certificate issuing, management and processing functionality. We develop services that contain or incorporate the RSA BSAFE^® products and that relate to digital certificate-issuing software, software for the management of private keys and for digitally signing computer files on behalf of others, software for customers to preview and forward digital certificate requests to them. RSA’s BSAFE^® product is a software tool kit that allows for the integration of encryption and authentication features into software applications.

With regard to our Naming Services business, our principal intellectual property consists of, and our success is dependent upon, proprietary software used in our registry service business and certain methodologies and technical expertise we use in both the design and implementation of our current and future registry services and Internet-based products and services businesses, including the conversion of internationalized domain names. We own our proprietary shared registration system through which competing registrars submit .com and .net second-level domain name registrations. Some of the software and protocols used in our registry services are in the public domain or are otherwise available to our competitors.

With regard to our Communications Services Group, we offer a wide variety of services, including network connectivity and interoperability, intelligent database, content and applications, and clearing and settlement services, each of which are protected by trade secret, patents and/or patent applications. We have also entered into agreements with third-party providers and licensors, including third party providers of content such as music, games and logos.

Intellectual Property

We rely primarily on a combination of copyrights, trademarks, service marks, patents, restrictions on disclosure and other methods to protect our intellectual property. We also enter into confidentiality and/or invention assignment agreements with our employees, consultants and current and potential affiliates, customers and business partners. We also generally control access to and distribution of proprietary documentation and other confidential information.

We have been issued numerous patents in the United States and abroad, covering a wide range of our technology. Additionally, we have filed numerous patent applications with respect to certain of our technology in the U.S. Patent and Trademark Office and patent offices outside the United States. Patents may not be awarded with respect to these applications and even if such patents are awarded, such patents may not provide us with sufficient protection of our intellectual property.

We have obtained trademark registrations for various VeriSign marks in the United States and other countries. We have also filed numerous applications to register VeriSign trademarks and claims, and have common law rights in many other proprietary names. We take steps to enforce and police VeriSign’s marks.

With regard to our Security Services business, we also rely on certain licensed third-party technology, such as public key cryptography technology licensed from RSA and other technology that is used in our security services to perform key functions. RSA has granted us a perpetual, royalty-free, nonexclusive, worldwide license to use RSA’s products relating to certificate issuing, management and processing functionality. We develop services that contain or incorporate the RSA BSAFE products and that relate to digital certificate-issuing software, software for the management of private keys and for digitally signing computer files on behalf of others, and software for customers to preview and forward digital certificate requests to them. RSA’s BSAFE product is a software tool kit that allows for the integration of encryption and authentication features into software applications.

With regard to our Information Services business, our principal intellectual property consists of, and our success is dependent upon, proprietary software used in our registry service business and certain methodologies and technical expertise we use in both the design and implementation of our current and future registry services and Internet-based products and services businesses, including the conversion of internationalized domain names. We own our proprietary shared registration system through which competing registrars submit .com and .net second-level domain name registrations. Some of the software and protocols used in our registry services are in the public domain or are otherwise available to our competitors.

With regard to our Communications Services Group, we offer a wide variety of services, including network connectivity and interoperability, intelligent database, content and applications, and clearing and settlement services, each of which are protected by trade secret, patents and/or patent applications. We have also entered into agreements with third-party providers and licensors, including third-party providers of content such as music, games and logos.

Intellectual Property

We rely primarily on a combination of copyrights, trademarks, service marks, patents, restrictions on disclosure and other methods to protect our intellectual property. We also enter into confidentiality and/or invention assignment agreements with our employees, consultants and current and potential affiliates, customers and business partners. We also generally control access to and distribution of proprietary documentation and other confidential information.

We have been issued numerous patents in the United States and abroad, covering a wide range of our technology. Additionally, we have filed numerous patent applications with respect to certain of our technology in the U.S. Patent and Trademark Office and foreign patent offices. The national or international patent offices may not award any patents with respect to these applications and even if such patents are awarded, they may not provide us with sufficient protection of our intellectual property.

13

Table of Contents

We have obtained U.S. and foreign trademark registrations for various VeriSign marks. We have also filed numerous applications to register VeriSign trademarks and claims, and have common law rights in many other proprietary names. We take steps to enforce and police VeriSign’s marks.

With regard to our Security Services business, we also rely on certain licensed third-party technology, such as public key cryptography technology licensed from RSA and other technology that is used in our security services to perform key functions. RSA has granted us a perpetual, royalty-free, nonexclusive, worldwide license to use RSA’s products relating to certificate issuing, management and processing functionality. We develop services that contain or incorporate the RSA BSAFE products and that relate to digital certificate-issuing software, software for the management of private keys and for digitally signing computer files on behalf of others, software for customers to preview and forward digital certificate requests to them. RSA’s BSAFE product is a software tool kit that allows for the integration of encryption and authentication features into software applications.

With regard to our Information Services business, our principal intellectual property consists of, and our success is dependent upon, proprietary software used in our registry service business and certain methodologies and technical expertise we use in both the design and implementation of our current and future registry services and Internet-based products and services businesses, including the conversion of internationalized domain names. We own our proprietary shared registration system through which competing registrars submit .com and .net second-level domain name registrations. Some of the software and protocols used in our registry services are in the public domain or are otherwise available to our competitors.

With regard to our Communications Services Group, we offer a wide variety of services, including network connectivity and interoperability, intelligent database, content and applications, and clearing and settlement services, each of which are protected by trade secret, patents and/or patent applications. We have also entered into agreements with third-party providers and licensors, including third party providers of content such as music, games and logos.

2.5 Intellectual Property.

(a) Part 2.5(a) of the Disclosure Schedule accurately identifies and describes:

(i) in Part 2.5(a)(i) of the Disclosure Schedule, each Business Offering;

(ii) in Part 2.5(a)(ii) of the Disclosure Schedule: (A) each item of Seller IP that is Registered IP (other than trademarks, tradenames, service marks, service names and domain names) in which Seller or any Subsidiary of Seller has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise); (B) the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number; and (C) any other Person that has an ownership interest in such item of Registered IP and the nature of such ownership interest;

8

(iii) in Part 2.5(a)(iii) of the Disclosure Schedule: each Seller Contract pursuant to which any Intellectual Property Rights or Intellectual Property used in the development or provision of the Business Offerings is licensed to Seller or any Subsidiary of Seller (other than software license agreements for any third-party software that is generally available to the public on standard terms at a cost of less than $5,000); and

(iv) in Part 2.5(a)(iv) of the Disclosure Schedule: (A) each Seller Contract pursuant to which any Person has been granted any exclusive license under, or otherwise has received or acquired any exclusive right (whether or not currently exercisable) or interest in, any Transferred IP; and (B) each other Seller Contract pursuant to which any Person has been granted any other license under, or otherwise has received or acquired any other right (whether or not currently exercisable) or interest in, any Transferred IP (other than: (1) non-exclusive licenses granted by Seller or any Subsidiary of Seller pursuant to a Standard Form Agreement of Seller or any Subsidiary of Seller; and (2) non-disclosure agreements entered into by Seller in the ordinary course of business providing revocable, non-exclusive rights to use confidential information for a limited purpose).

(b) Seller has provided to Purchaser a complete and accurate copy of each standard form of the following Contracts currently used by Seller or any Subsidiary of Seller in connection with the Business: (i) referral agreement; (ii) development agreement; (iii) distributor or reseller agreement; (iv) employee agreement containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; (v) consulting or independent contractor agreement containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; (vi) confidentiality or nondisclosure agreement; or (vii) merchant agreement (such standard form agreements being referred to as the “Standard Form Agreements”). There is no material difference between each Standard Form Agreement and any standard form of such agreement: (A) that was previously used by Seller or any Subsidiary of Seller in connection with the Business; and (B) under which there exists any current rights or obligations. Part 2.5(b) of the Disclosure Schedule accurately identifies each Seller Contract being assigned to Purchaser or an affiliate of Purchaser pursuant to this Agreement that constitutes a Contract with a reseller, referral partner, distributor or merchant and that deviates in any material respect from the corresponding Standard Form Agreement. Except for the nonexclusive licenses and rights granted in Contracts identified in Part 2.5(a)(iv) of the Disclosure Schedule, and except for non-exclusive licenses granted by Seller or any Subsidiary of Seller pursuant to a Standard Form Agreement and non-disclosure agreements entered into by Seller or any Subsidiary of Seller in the ordinary course of business providing revocable, non-exclusive rights to use confidential information for a limited purpose, Seller is not bound by, and no Transferred IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of Seller to use, exploit, assert, or enforce any Transferred IP anywhere in the world.

(c) Seller (or the Subsidiary of Seller identified in Part 2.5(c) of the Disclosure Schedule) exclusively owns all right, title and interest to and in the Transferred IP free and clear of any Encumbrances (other than Permitted Encumbrances). Without limiting the generality of the foregoing:

(i) all documents and instruments necessary to perfect the rights of Seller or any Subsidiary of Seller in each item of Registered IP included in the Transferred Assets have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Body;

(ii) Seller and each Subsidiary of Seller has and enforces a policy of securing from each Person who is or was an employee or independent contractor of Seller or any Subsidiary of Seller and who is or was involved in the creation or development of any Seller IP a valid and enforceable agreement containing an irrevocable (subject to the limitations of any applicable public law) assignment of Intellectual Property Rights to Seller or the applicable Subsidiary of Seller and confidentiality provisions protecting the Seller IP that is maintained or purported to be maintained by Seller as a trade secret; and

9

(iii) Seller and each Subsidiary of Seller has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by Seller or any Subsidiary of Seller, or purported to be held by Seller or any Subsidiary of Seller, as a trade secret relating to the Business.

(d) All Registered IP included in the Transferred Assets (other than pending applications) is subsisting and, to the Knowledge of Seller, is valid and enforceable. Without limiting the generality of the foregoing:

(i) all filings, payments and other actions required to be made or taken by Seller or any Subsidiary of Seller to maintain each item of Registered IP included in the Transferred Assets in full force and effect have been made or taken by the applicable deadline, except where the failure to make or take such filings, payments or actions would not and would not reasonably be expected to have an adverse effect on any Registered IP included in the Transferred Assets; and

(ii) no interference, opposition, reissue, reexamination or other Proceeding of any nature is or has been pending or, to the Knowledge of Seller, threatened, in which the scope, validity or enforceability of any Registered IP included in the Transferred Assets is being, has been or could reasonably be expected to be contested or challenged.

(e) The Transferred IP constitutes all of the Intellectual Property Rights of Seller or any Subsidiary of Seller that is necessary: (i) to develop, manufacture, market, distribute, sell, support and use the Business Offerings as such activities have been carried on or are currently proposed to be carried on by Seller or any Subsidiary of Seller; and (ii) to enable Purchaser to conduct the Business in the manner in which the Business has been conducted, is currently being conducted and is currently proposed by Seller (or any Subsidiary of Seller) to be conducted.

(f) Neither the execution, delivery or performance of any of the Transactional Agreements nor the consummation of any of the Transactions will, with or without notice or the lapse of time, and as a result of any provision of or obligation under any Seller Contract, result in or give any other Person the right or option to cause or declare: (i) a loss of, or Encumbrance on, any Transferred IP; (ii) a material breach of any Contract listed or required to be listed in Part 2.5(a)(iii) of the Disclosure Schedule and that is included in the Transferred Assets; (iii) the release, disclosure or delivery of any source code or trade secrets included in the Transferred IP by or to any escrow agent or other Person, other than to Parent or Purchaser pursuant to this Agreement; or (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Transferred IP, other than to Parent or Purchaser pursuant to this Agreement, the Transition Services Agreement or the License Agreement.

(g) To the Knowledge of Seller, no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating or otherwise violating, any Transferred IP. Part 2.5(g) of the Disclosure Schedule accurately identifies (and Seller has provided to Purchaser a complete and accurate copy of) each letter that has been sent or otherwise delivered by or to Seller or any Subsidiary of Seller or any Representative of Seller or any Subsidiary of Seller since January 1, 2003 regarding any actual, alleged or suspected infringement or misappropriation of any Transferred IP by a third party.

(h) None of the Transferred IP infringes or misappropriates any Intellectual Property Right of any other Person. Since January 1, 2003, neither Seller nor any Subsidiary of Seller has received any written notice or, to the Knowledge of Seller, any other communication, relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person that relates to the Business.

(i) None of the Seller Business Software included in the Transferred IP (and, to the Knowledge of Seller, none of the Seller Business Software that is being made available pursuant to a Seller Contract being assigned to Purchaser or an affiliate of Purchaser pursuant to this Agreement) contains any bug, defect or error

10

(including any bug, defect or error relating to or resulting from the display, manipulation, processing, storage, transmission or use of date data) that materially and adversely affects the use, functionality or performance of such Seller Business Software or any product or system containing or used in conjunction with such Seller Business Software.

(j) To the Knowledge of Seller, none of the Seller Business Software included in the Transferred IP and none of the Seller Business Software that is being made available pursuant to a Seller Contract being assigned to Purchaser or an affiliate of Purchaser pursuant to this Agreement contains any “back door,” “drop dead device,” or “time bomb,” (as such terms are commonly understood in the software industry) or any other code capable of materially disrupting, disabling, or enabling unauthorized access to the Seller Business Software.

(k) Part 2.5(k) of the Disclosure Schedule identifies all Open Source Software (as defined below) that is included in the Transferred Assets. For purposes of this Agreement, “Open Source Software” shall mean any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including software licensed or distributed under any of the following licenses or distribution models: (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Standards License (SISL); (vii) the BSD License; or (viii) the Apache License.

(l) No source code for any Transferred IP has been delivered, licensed or made available to any escrow agent or other Person who is not, or was not at the time of disclosure, an employee or consultant of Seller or any Subsidiary of Seller or an employee or consultant of Parent or Purchaser as a result of this Agreement. Neither Seller nor any Subsidiary of Seller has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Transferred IP to any escrow agent or other Person other than to Parent or Purchaser as a result of this Agreement. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery, license or disclosure of any source code for any Transferred IP by Seller or any Subsidiary of Seller or any Person then acting on their behalf to any other Person other than Parent or Purchaser as a result of this Agreement.

(m) As related to the Business, Seller and each Subsidiary of Seller is in compliance with all applicable payment card industry requirements, including the VISA Cardholder Information Security Program (CISP), the MasterCard Site Data Protection (SDP) program, and the Payment Card Industry Data Security Standard.

Intellectual Property

We rely primarily on a combination of copyrights, trademarks, service marks, patents, restrictions on disclosure and other methods to protect our intellectual property. We also enter into confidentiality and/or invention assignment agreements with our employees, consultants and current and potential affiliates, customers and business partners. We also generally control access to and distribution of proprietary documentation and other confidential information.

We have been issued numerous patents in the United States and abroad, covering a wide range of our technology. Additionally, we have filed numerous patent applications with respect to certain of our technology in the U.S. Patent and Trademark Office and foreign patent offices. The national or international patent offices may not award any patents with respect to these applications and even if such patents are awarded, they may not provide us with sufficient protection of our intellectual property.

We have obtained U.S. and foreign trademark registrations for various VeriSign marks. We have also filed numerous applications to register VeriSign trademarks and claims, and have common law rights in many other proprietary names. We take steps to enforce and police VeriSign’s marks.

With regard to our Security Services business, we also rely on certain licensed third-party technology, such as public key cryptography technology licensed from RSA and other technology that is used in our security services to perform key functions. RSA has granted us a perpetual, royalty-free, nonexclusive, worldwide license to use RSA’s products relating to certificate issuing, management and processing functionality. We develop services that contain or incorporate the RSA BSAFE products and that relate to digital certificate-issuing software, software for the management of private keys and for digitally signing computer files on behalf of others, software for customers to preview and forward digital certificate requests to them. RSA’s BSAFE product is a software tool kit that allows for the integration of encryption and authentication features into software applications.

With regard to our secure payments business, we rely on proprietary software and technology covering many aspects of e-commerce transactions such as electronic funds transfers and multi-currency transactions. In addition, we have strategic relationships with third parties involved in e-commerce transactions, such as issuing banks and financial processors, and those agreements provide us with intellectual property rights with respect to performing those services.

With regard to our Naming and Directory Services business, our principal intellectual property consists of, and our success is dependent upon, proprietary software used in our registry service business and certain methodologies and technical expertise we use in both the design and implementation of our current and future registry services and Internet-based products and services businesses, including the conversion of internationalized domain names. We own our proprietary shared registration system through which competing registrars submit .com and .net second-level domain name registrations. Some of the software and protocols used in our registry services are in the public domain or are otherwise available to our competitors.

13

Table of Contents

With regard to our Communications Services Group, we offer a wide variety of services, including network connectivity and interoperability, intelligent database, mobile content and applications, and clearing and settlement services, each of which are protected by trade secret, patents and/or patent applications. We have also entered into agreements with third-party providers and licensors, including third party providers of content such as music, games and logos.