AGREEMENT AND PLAN OF MERGER

Execution Copy

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into this 9th day of April, 2007 by and among INFOLOGIX, INC., a Delaware corporation (“ InfoLogix ”), INFOLOGIX-DDMS, INC. (“ Merger Sub ”), a Delaware corporation and a wholly-owned subsidiary of InfoLogix, DDMS HOLDINGS, LLC, a Florida limited liability company (“ DDMS ”), and Louis Heidelberger and Mark Niemiec, individuals residing in the Commonwealth of Pennsylvania and Florida, respectively, and owners of all of the outstanding equity interests of DDMS (the “ Shareholders ”).

WHEREAS, DDMS owns certain patents, patent applications, and other intellectual property and is in the business of the development of such intellectual property (the “Business”) set forth on Schedule 4.9(a) hereto.

WHEREAS, the parties hereto desire to provide for the merger of DDMS with and into Merger Sub pursuant to Section 368(a)(2)(D) of the Code, and for certain other matters, all on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I.   DEFINITIONS AND CONSTRUCTION

1.1           Definitions .

“ Affiliate ” shall mean, as to any Person, any other Person controlled by, under the control of, or under common control with, such Person.  As used in this definition, “control” shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“ Books and Records ” shall mean (i) the minute books containing the minutes of all meetings and written consents of the shareholders and managers of DDMS and (ii) all books and records of DDMS prior to the Closing Date, including customer lists, reports, plans, projections and advertising and marketing materials and financial and accounting books and records.

“ Business ” shall mean the business conducted by DDMS as set forth in the Recitals hereto.

“ Business Day ” shall mean any day other than a Saturday, Sunday or legal holiday in the Commonwealth of Pennsylvania.

“ Closing Date ” shall mean the date on which the Closing is completed.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ DDMS Shares ” shall mean the shares associated with equitable ownership rights in and to DDMS.

“ DGCL ” shall mean the General Corporation Law of the State of Delaware, 8 Del. C. § 398, as amended.

“ Encumbrance ” shall mean a mortgage, charge, pledge, lien, option, restriction, claim, right of first refusal, right of preemption, third party right or interest or other encumbrance or security interest of any kind or similar right or any other matter affecting title.

“ InfoLogix Stock ” shall mean the common stock of InfoLogix, $0.00001 par value per share.

“ Intellectual Property ” shall mean all Patents, trademarks, service marks, trade names, copyrights (including any applications for any of the foregoing), domain names, all other names embodying business or product goodwill (or both), inventions, discoveries and improvements, processes, know-how, trade secrets, scientific, technical, engineering and marketing data, schematics, designs, blue-prints, computer programs, software, including all object and source codes, programming tools and all other techniques used or necessary for DDMS.

“ Intellectual Property Rights ”  shall mean, (a) inventions, invention disclosures, and discoveries described in any of the Intellectual Property (b) rights to apply in any or all countries of the world for patents, certificates of invention, utility models, industrial design protections, design patent protections, or other governmental grants or issuances of any type related to any of the Intellectual Property and the inventions, invention disclosures, and discoveries therein; (c) causes of action (whether known or unknown or whether currently pending, filed, or otherwise) and other enforcement rights under, or on account of, any of the Patents without limitation, all causes of action and other enforcement rights for (i) damages, (ii) injunctive relief, and (iii) any other remedies of any kind for past, current and future infringement; and (d) rights to collect royalties or other payments under or on account of any of the Intellectual Property and/or any of the foregoing.

“ LLC Act ” shall mean the Florida Limited Liability Company Act, Fla. Stat. § 608.401, as amended.

“ Merger ” shall mean the merger of DDMS with and into Merger Sub as contemplated by this Agreement.

“ Patents ” shall mean, excluding the Abandoned Assets (“Abandoned Assets” means those specific provisional patent applications, patent applications, patents and other governmental grants or issuances listed on Schedule 4.9(j) ), all (a) Live Assets (“Live Assets” means the provisional patent applications, patent applications, and patents listed on Schedule 4.9(a) ); (b) patents or patent applications (i) to which any of the Live Assets directly or indirectly claims priority, (ii) for which any of the Live Assets directly or indirectly forms a basis for priority, and/or (iii) that were co-owned applications that directly or indirectly incorporate by reference the Live Assets; (c) reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, requests for continuing examinations, divisions, and registrations of any item in any of the foregoing categories (a) and (b); (d) foreign patents, patent applications and counterparts relating to any item in any of the foregoing categories (a) through (c), including, without limitation, certificates of invention, utility models, industrial design protection, design patent protection, and other governmental grants or issuances; and (e) any items in any of the foregoing categories (b) through (d) whether or not expressly listed as Live Assets and whether or not claims in any of the foregoing have been rejected, withdrawn, cancelled, or the like.

“ Person ” shall mean an individual, company, partnership, limited liability company, limited liability partnership, joint venture, trust or unincorporated organization, joint stock corporation or other similar organization, government or any political subdivision thereof, or any other legal entity.

“ Pro Rata Percentage ” shall mean with respect to each Shareholder, the percentage equal to the number of DDMS Shares held by such Shareholder immediately before the Effective Time divided by the total number of DDMS Shares issued and outstanding immediately before the Effective Time.

“ Related Agreements ” shall mean all instruments, agreements and other documents executed and delivered or to be executed and delivered pursuant to this Agreement.

“ Schedules ” shall mean the disclosure schedules delivered by DDMS to Merger Sub pursuant to this Agreement.

“ Taxes ” shall mean all taxes, assessments, charges, duties, fees, levies or other governmental charges, including but not limited to, all federal, state, local, foreign, or other income, profits, unitary, business, franchise, capital stock, real property, personal property, intangible taxes, withholding, FICA, Medicare, unemployment compensation, disability, transfer, sales, use, excise and other taxes, assessments, charges, duties, fees, or levies of

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any kind whatsoever (whether or not requiring the filing of Tax Returns) and all deficiency assessments, additions to tax, penalties and interest.

“ Tax Return ” shall mean any return, amended return or other report (including but not limited to elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with respect to or in connection with the calculation, determination, assessment, or collection of any Taxes.

1.2           Construction .

(a)           The headings and captions used herein are intended for convenience of reference only, and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Agreement.

(b)           As used herein, the singular shall include the plural, the masculine and feminine genders shall include the neuter, and the neuter gender shall include the masculine and feminine, unless the context otherwise requires.

(c)           The words “hereof”, “herein”, and “hereunder”, and words of similar import, when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(d)           All references herein to Sections, Schedules or Exhibits shall be deemed to refer to Sections of and Schedules or Exhibits to this Agreement, unless specified to the contrary.

(e)           The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”

(f)            “To the knowledge of DDMS,” “to the best knowledge, information or belief of DDMS,” or any similar phrase shall be deemed to mean that (i) a DDMS Responsible Person (as defined below) is actually aware of a particular fact or matter or (ii) a prudent individual in such DDMS Responsible Person’s capacity could reasonably be expected to discover or otherwise become aware of that fact or matter in the ordinary course of performing his functions on behalf of DDMS or in the ordinary course of conducting a reasonable investigation regarding the accuracy of any representation or warranty contained in this Agreement.  For purposes of this definition, the term “ DDMS Responsible Person ” means Louis Heidelberger or Mark Niemiec.

(g)           “Material adverse effect” means, with respect to a specified party, any change or effect, as the case may be, that has, or is reasonably likely to have, individually or in the aggregate, a material adverse impact on the assets, business, operations or condition (financial or otherwise) of such party and its subsidiaries taken as a whole.

(h)           As all parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any party by reason of that party’s role in drafting this Agreement.

ARTICLE II.   THE MERGER

2.1           The Merger .  Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the LLC Act, at the Effective Time (as defined herein), DDMS shall be merged with and into Merger Sub in exchange for the Merger Consideration (as defined herein).  At the Effective Time, the separate corporate existence of DDMS shall cease, and Merger Sub shall continue its corporate existence under the laws of the State of Delaware as the surviving corporation.  (Merger Sub, after giving effect to the Merger, is sometimes referred to herein as the “ Surviving Corporation ”).

2.2           Closing .  Subject to the terms and conditions hereof, the closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place on the date hereof (the “ Closing Date ”).  The Closing shall be held at the offices of Drinker Biddle & Reath LLP, One Logan Square, 18 th  and Cherry Streets, Philadelphia, PA 19103-6996, fax:  (215) 988-2757, or at such other place as the parties hereto may agree.

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2.3           Effective Time of the Merger .  The Merger shall, subject to the DGCL, become effective as of such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such time thereafter as is provided in the Certificate of Merger (the “ Effective Time ”).

2.4           Effects of the Merger .  From and after the Effective Time, the Merger shall have the effects set forth in the applicable sections of the DGCL.  Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all property, rights, privileges, powers and franchises of Merger Sub and DDMS shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of Merger Sub and DDMS shall become the debts, liabilities, obligations and duties of the Surviving Corporation.

2.5           Certificate of Incorporation .  At the Effective Time, the Certificate of Incorporation of Merger Sub as in effect immediately before the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with its terms and applicable Law.

2.6           Bylaws .  At the Effective Time, the Bylaws of Merger Sub as in effect immediately before the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with their terms, the Certificate of Incorporation of the Surviving Corporation and applicable Law.

2.7           Directors and Officers .  From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with the Bylaws of the Surviving Corporation and applicable Law, the directors and officers of Merger Sub immediately before the Effective Time shall comprise all of the directors and officers of the Surviving Corporation.

2.8           Deliveries at the Closing   At the Closing, in addition to the other actions contemplated elsewhere herein:

(a)           Each Shareholder shall deliver, or shall cause to be delivered, to Merger Sub the following:

(i)                                      certificates representing all DDMS Shares held by such Shareholder, if any, duly endorsed for transfer;

(ii)                                   a certificate from such Shareholder substantially in the form set forth in Treasury Regulation Section 1.1445-2(b);

(iii)                                a consulting agreement between Merger Sub and LM Consulting LLC, a limited liability company wholly-owned by the Shareholders, in the form attached hereto as Exhibit A (the “ Consulting Agreement ”), executed by LM Consulting LLC; and

(iv)                               such other documents and instruments as Merger Sub may reasonably request to effectuate or evidence the transactions contemplated by this Agreement, including, without limitation, any documents necessary to transfer the Intellectual Property to the Surviving Corporation.

(b)           DDMS shall deliver to Merger Sub the following:

(i)                                      copies of resolutions duly adopted by (A) the Shareholders and (B) the managers of DDMS authorizing the execution, delivery, and performance of this Agreement and all other documents and instruments to be delivered by DDMS pursuant to this Agreement;

(ii)                                   the limited liability company agreement of DDMS;

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(iii)                                a certificate of the President of DDMS certifying the accuracy and completeness of the resolutions and the limited liability company agreement delivered pursuant to paragraphs (i) and (ii) above;

(iv)                               the limited liability company member records and minute books of DDMS;

(v)                                  certificates from the Secretary of State of Florida certifying (A) as to DDMS’ formation, valid existence and good standing as a domestic limited liability company in the State of Florida, together with a certificate of good standing from the Secretary of State or other appropriate governmental official of each jurisdiction in which DDMS is qualified to conduct its business as a foreign entity, and (B) the certificate of formation of DDMS, all dated no more than five days prior to the Closing Date; and

(vi)                               such other documents and instruments as Merger Sub may reasonably request to effectuate or evidence the transactions contemplated by this Agreement, including, without limitation, any documents necessary to transfer the Intellectual Property to the Surviving Corporation.

(c)           InfoLogix and Merger Sub shall deliver, or shall cause to be delivered, to DDMS the following:

(i)                                      the Initial Cash Payment (as defined herein);

(ii)                                   the Consulting Agreement executed by Merger Sub; and

(iii)                                such other documents and instruments as DDMS may reasonably request to effectuate or evidence the transactions contemplated by this Agreement.

ARTICLE III.   MERGER CONSIDERATION

3.1           Effect on Merger Sub Capital Stock .  As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of Merger Sub, each issued and outstanding share of capital stock of Merger Sub shall remain outstanding and represent a validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

3.2           Merger Consideration .  The merger consideration for the DDMS Shares shall be payable to the Shareholders as follows (collectively, the “ Merger Consideration ”):

(a)           cash equal to $200,000, all of which shall be payable to the Shareholders at the Closing in accordance with Section 3.3(a) (the “ Initial Cash Payment ”); and

(b)           400,000 shares of InfoLogix Stock issuable to the Shareholders in accordance with Section 3.3(b) (the “ Initial Stock Payment ”).

3.3           Payment of Merger Consideration .

(a)           Initial Cash Payment .  At the Closing, upon surrender to Merger Sub of certificates, if any, representing all and not less than all of the DDMS Shares, Merger Sub shall pay to each Shareholder an amount of cash equal to such Shareholder’s Pro Rata Percentage of the Initial Cash Payment.  The Initial Cash Payment will be payable by means of wire transfer to accounts specified in writing to Merger Sub by Shareholders’ Representative not less than five Business Days before the Closing Date.

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(b)           Initial Stock Payment .  Within 30 days after the Closing Date, InfoLogix shall issue and deliver to each Shareholder a stock certificate representing a number of unregistered shares of InfoLogix Stock equal to such Shareholder’s Pro Rata Percentage of the Initial Stock Payment.

(c)           Taxes .  All Taxes incurred in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby shall be paid by Merger Sub, excluding any Taxes incurred by the Shareholders.  The Shareholders shall prepare or cause to be prepared, at the expense of the Shareholders, and file or cause to be filed, and pay or cause to be paid, all Tax Returns for DDMS for all periods prior to the Closing Date which are filed after the Closing Date.  Merger Sub and InfoLogix agree to provide all information reasonably requested by the Shareholders to prepare, or cause to be prepared, such Tax Returns.  The Shareholders shall permit Merger Sub to review and comment on each such Tax Return described in the preceding sentence.  All Tax sharing agreements or similar agreements (other than DDMS’ then current limited liability company agreement or other operating agreement, if any) with respect to or involving DDMS shall be terminated as of the Closing Date and, after the Closing Date, DDMS shall not be bound thereby or have any liability thereunder.

ARTICLE IV.   REPRESENTATIONS AND WARRANTIES REGARDING DDMS

As a material inducement for InfoLogix and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, DDMS and the Shareholders hereby jointly and severally make the following representations and warranties as of the date hereof, each of which is relied upon by InfoLogix and Merger Sub regardless of any investigation made or information obtained by or on behalf of InfoLogix or Merger Sub.

4.1           Organization; Qualification; Corporate Records .

(a)           DDMS is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida and has the power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted.

(b)           DDMS is duly qualified to do business and in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, except where any such failure would not have a material adverse effect on DDMS.  Schedule 4.1(b) lists each jurisdiction in which DDMS is qualified to do business.

(c)           The names of the managers and officers of DDMS, together with the offices they hold, are set forth on Schedule 4.1(c) .  DDMS has delivered to InfoLogix true and complete copies of (i) the certificate of formation of DDMS, together with all amendments thereto and (ii) the limited liability company agreement of DDMS, together with all amendments thereto, as currently in effect.

(d)           DDMS has not conducted business under any name other than its own.

(e)           DDMS does not currently and has not in the past conducted any business or operations of any type other than procuring, owning, and developing the Intellectual Property.

(f)            DDMS has the power to execute, deliver and perform this Agreement and the Related Agreements to which DDMS is a party, and has taken all action required by its certificate of formation, limited liability company agreement or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements.  The execution and delivery of this Agreement has been approved by the managers and shareholders of DDMS.  This Agreement is a valid obligation of DDMS, legally binding upon it and enforceable in accordance with its terms.

(g)           All books and financial records included in the Books and Records of DDMS are complete and correct in all material respects and have been maintained in accordance with good business practice.  True and complete copies of all minutes, resolutions, DDMS Share certificates and transfer ledgers of DDMS are contained in

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the minute books and transfer ledgers that have been delivered to Merger Sub for inspection and will be delivered to Merger Sub at the Closing.

4.2           No Violations of Laws or Agreements, Consents or Defaults .

(a)           The execution and delivery of this Agreement by DDMS and the consummation by DDMS of the transactions contemplated by this Agreement and the Related Agreements will not result in any breach or violation of any of the terms or provisions of, or constitute a default under, (i) the certificate of formation and limited liability company agreement of DDMS or (ii) any statute, order, decree, proceeding, rule, or regulation of any court or governmental agency or body, United States or foreign, having jurisdiction over DDMS or any assets of DDMS.

(b)           The delivery by DDMS of this Agreement, the Related Agreements and the consummation by DDMS of the transactions contemplated hereby and thereby, including, without limitation, any transfer of Intellectual Property to the Surviving Corporation, will not result in a breach or violation of the term of, or constitute a default under, or require notice to any third party under, any agreement, instrument, or commitment to which DDMS is party, by which DDMS is bound, or to which any of DDMS’s assets are subject, and no consent or approval is required from any third party for the transactions contemplated by this Agreement and the Related Agreements.

(c)           DDMS is not in default under, or in violation of any provision of, its certificate of formation, operating agreement, any promissory note, indenture or any evidence of indebtedness or security thereto, lease, purchase contract or other commitment, or any other agreement to which DDMS is a party.

4.3           Regulatory Matters .

(a)           DDMS is not the subject of any outstanding, nor, to the knowledge of DDMS, any threatened, investigation, audit, review or other examination of DDMS by any federal or state governmental agency (excluding the Patent and Trademark Office) having supervisory or regulatory authority with respect to DDMS or the Business, and (ii) DDMS is not subject to, nor has DDMS received any notice or advice that it may become subject to, any order, agreement, memorandum of understanding or other regulatory enforcement action or proceeding with any federal or state governmental agency having supervisory or regulatory authority with respect to DDMS or the Business.

(b)           To the knowledge of DDMS, there is no proposed or pending change in any law or regulation that would have a material adverse effect on DDMS.

4.4           Tax Matters .  All required federal, state and local Tax Returns of DDMS have been accurately prepared in all material respects and duly and timely filed, and all federal, state, and local Taxes required to be paid with respect to the periods covered by such returns have been paid to the extent that the same are material and have become due. DDMS is not and has not been delinquent in the payment of any Tax.  DDMS has not had any Tax deficiency assessed against it.  None of DDMS’s federal income tax returns nor any state or local income or franchise tax returns have been audited by governmental authorities.  There are no federal, state, local, or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of DDMS now pending, and DDMS has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns.

4.5           Litigation Claims .

(a)           There is no legal action, suit, claim, investigation, arbitration, or other legal, administrative, or other governmental proceeding (a “ Claim ”) pending or, to the knowledge of DDMS, threatened against or affecting DDMS and/or its Affiliates that relates to the properties, assets, or business of DDMS.  There is no outstanding or, to the knowledge of DDMS, threatened judgment, injunction, order or consent, or similar decree or agreement

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(including, without limitation, any consent or similar decree or agreement with any governmental entity) against, affecting, or naming DDMS.

(b)           To the knowledge of DDMS, no event has occurred and no circumstance, matter or set of facts exist which would constitute a valid basis for the assertion by any third party of any Claim.

4.6           Contracts; Leases and Other Agreements .  Except as set forth on Schedule 4.6 , DDMS is not a party to any agreements, loans, contracts, leases, guarantees, letters of credit, lines of credit or commitments, whether written or oral (individually, a “ Contract ” or collectively, “ Contracts ”).  DDMS has delivered to InfoLogix true and complete copies of each Contract listed on Schedule 4.6 .

4.7           No Liabilities .  DDMS has no liabilities or other obligations other than those provided for in this Agreement.

4.8           Properties .  DDMS does not currently and has not at any time in the past owned or leased any real or personal property.

4.9           Intellectual Property .

(a)           Schedule 4.9(a) contains an accurate and complete list of (i) all domestic and/or foreign Patents, trademarks, trade names, service marks, assumed names and copyrights, and all applications therefor, and, with respect to registered items, contains a list of all jurisdictions in which such items are registered and all registration numbers, (ii) all licenses, permits and other agreements relating thereto, and (iii) all agreements relating to any of such Intellectual Property that DDMS is licensed or authorized to use by others.

(b)           Title, Contest, and Infringement .  DDMS owns all right, title, and interest to the Intellectual Property Rights, including, without limitation, all right, title, and interest to sue for infringement of the Intellectual Property.  DDMS has obtained and properly recorded previously executed assignments for the Intellectual Property as necessary to fully perfect its rights and title therein in accordance with governing law and regulations in each respective jurisdiction.  The Intellectual Property Rights are free and clear of all liens, claims, mortgages, security interests or other Encumbrances and restrictions.  There are no actions, suits, investigations, claims, or proceedings threatened (to the knowledge of DDMS), pending, or in progress relating in any way to the Intellectual Property Rights.  There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Intellectual Property Rights.  Except as set forth on Schedule 4.9(b) , no claims have been asserted by any party challenging or questioning the ownership, validity, enforceability or use by DDMS of any of the Intellectual Property and, to the knowledge of DDMS, there is no valid basis for any such claim, and, to the knowledge of DDMS, the use or other exploitation of the Intellectual Property by DDMS does not infringe on or dilute the rights of any Person; and, to the best knowledge, information and belief of DDMS, DDMS has provided InfoLogix with all information regarding any Person who is or is potentially infringing on the rights of DDMS with respect to any of the Intellectual Property.

(c)           Existing Licenses .  No licenses under the Patents have been granted or retained by DDMS, any prior owners, or inventors.  As of the Closing, none of DDMS, any prior owner, or any inventor will retain any rights or interest in the Intellectual Property Rights other than as a stockholder of InfoLogix.

(d)           Restrictions on Rights . DDMS is not subject to any covenant not to sue, non-competition provision or similar restrictions on the enforcement, enjoyment or use of the Intellectual Property Rights or the Abandoned Assets as a result of any prior transaction related to the Intellectual Property Rights or the Abandoned Assets.

(e)           Validity and Enforceability .  Except as set forth in Schedule 4.9(e), none of the Intellectual Property or the Abandoned Assets has ever been found invalid, unpatentable, or unenforceable for any reason in any administrative, arbitration, judicial or other proceeding, and DDMS does not know of and has not received any notice or information of any kind from any source suggesting that the Intellectual Property may be invalid,

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unpatentable, or unenforceable.  To the extent “small entity” fees were paid to the United States Patent and Trademark Office (or other domestic or foreign patent agency) for any Intellectual Property, such reduced fees were then appropriate because the payor qualified to pay “small entity” fees at the time of such payment and specifically had not licensed rights in the any Patent to an entity that was not a “small entity.”

(f)            Conduct .  None of DDMS or, to the knowledge of DDMS, the agents or representatives of DDMS have engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate any of the Intellectual Property or hinder their enforcement, including, without limitation, misrepresenting DDMS’ Intellectual Property Rights to a standards-setting organization.  There is no obligation imposed by a standards-setting organization on InfoLogix to license any of the Intellectual Property on particular terms or conditions.

(g)           Enforcement .  DDMS has not put a third party on notice of actual or potential infringement of any of the Intellectual Property or the Abandoned Assets.  DDMS has not entered into any license under any of the Intellectual Property or the Abandoned Assets.  DDMS has not initiated any enforcement action with respect to any of the Intellectual Property or the Abandoned Assets.

(h)           Government Agency Proceedings .  None of the Intellectual Property or the Abandoned Assets has been or is currently involved in any opposition, reexamination, reissue, interference proceeding, or any similar proceeding, and no such proceedings are pending or, to the knowledge of DDMS, threatened.

(i)            Fees .  All maintenance fees, annuities, and the like due or payable on the Intellectual Property have been timely paid.  For the avoidance of doubt, such timely payment includes payment of any maintenance fees for which the fee is payable (e.g., the fee payment window opens) even if the surcharge date or final deadline for payment of