ASSET PURCHASE AGREEMENT

EXHIBIT 10.50

ASSET PURCHASE AGREEMENT

- BY AND BETWEEN -

INTERPLAY ENTERTAINMENT CORP.

- AND -

BETHESDA SOFTWORKS LLC

DATED AS OF APRIL 4, 2007

<PAGE>

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "AGREEMENT") is entered into as of

April 4, 2007 (the "EFFECTIVE Date") between BETHESDA SOFTWORKS LLC, a Delaware

limited liability company (the "PURCHASER"), and INTERPLAY ENTERTAINMENT CORP.,

a Delaware corporation (the "SELLER"). Purchaser and Seller are sometimes

referred to herein individually as a "PARTY" and collectively as the "PARTIES."

RECITALS:

A. On June 29, 2004, Seller and Purchaser entered into an Exclusive

Licensing Agreement, amended August 19, 2004 (as amended to date, the "EXCLUSIVE

LICENSING AGREEMENT"), whereby Purchaser acquired exclusive, worldwide,

perpetual unrestricted intellectual property rights in and to all future uses of

every kind to the brand and interactive entertainment software property known as

"FALLOUT" and to the "FALLOUT" trademark, to the extent expressly provided for

under the Exclusive Licensing Agreement. Through and as a result of the

Exclusive Licensing Agreement, Purchaser has the unfettered right, subject to

license royalties, to use and exploit the Fallout Intellectual Property (defined

below) and is prepared to purchase actual legal ownership of all right, title,

and interest in and to the Fallout Intellectual Property and in the other

Acquired Assets (defined below).

B. The Seller and Purchaser entered into arms' length negotiations for

the sale of the Fallout Intellectual Property which would eliminate risk to the

Seller concerning the timing and amount of any royalties, if any, to be paid in

the future under the Exclusive Licensing Agreement, and provide the Seller the

fair value of the Fallout Intellectual Property to the extent Purchaser does not

already effectively have it under the Exclusive Licensing Agreement, and would

eliminate Purchaser's potential future royalty obligations to the Seller.

C. On November 1, 2006, while the negotiations between the Seller and

Purchaser were ongoing, four petitioning creditors filed an involuntary

bankruptcy petition under Chapter 7 of Title 11 of the United States Bankruptcy

Code (the "BANKRUPTCY CODE") against Seller (the "INVOLUNTARY PETITION") in the

United States Bankruptcy Court for the Central District of California, Case No.

06-11994 TA (the "BANKRUPTCY CASE"), and on November 30, 2006, Seller answered

the Involuntary Petition in the Bankruptcy Case by filing an Answer of Alleged

Debtor To Involuntary Petition seeking to dismiss the Bankruptcy Case.

D. The Seller desires, based on the fair value of the Acquired Assets,

to monetize the benefit of its bargain with Purchaser under the Exclusive

Licensing Agreement by converting the possibility of contingent future payments

from Purchaser into certain amounts to be paid to the Seller by Purchaser as

provided in this Agreement. Seller recognizes the uncertainties of receiving

further advances and/or future game royalties under the Exclusive Licensing

Agreement, and Purchaser is willing to acquire from Seller, as permitted under

Sections 303(f) and 549(b) of the Bankruptcy Code, all right, title and interest

in such Acquired Assets, for the cash consideration described herein, which the

Parties agree represent the fair value of the Acquired Assets.

E. Purchaser and Seller enter into this Agreement in good faith and for

bona fide business reasons and purposes.

AGREEMENT:

NOW, THEREFORE, in consideration of the promises and mutual covenants

and agreements set forth in this Agreement, the receipt and sufficiency of which

are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement have

the respective meanings given thereto in EXHIBIT A to this Agreement.

2

<PAGE>

ARTICLE II

PURCHASE AND SALE; CLOSING

2.1 ACQUIRED ASSETS. Upon the terms and subject to the conditions of

this Agreement, and effective upon the Closing Date, (x) Seller hereby

irrevocably sells, assigns, transfers, conveys and delivers to Purchaser on the

Closing Date, and (y) Purchaser hereby purchases, acquires and accepts from

Seller, all of Seller's right, title and interest in and to all of the Acquired

Assets. As used herein, the term "ACQUIRED ASSETS" shall mean, collectively, the

Purchased Intellectual Property, the other Assets identified on PART 2.1 OF THE

DISCLOSURE SCHEDULE, and the Enforcement Rights.

2.2 ASSUMED LIABILITIES. Upon and subject to the terms, conditions,

representations, and warranties of Seller contained herein, and subject to

SECTION 2.3, Purchaser agrees, effective at the time of Closing, to assume only

the following liabilities (collectively, the "ASSUMED LIABILITIES"): all filing

fees for transferring ownership of the Fallout Intellectual Property arising and

accruing on and after the Closing and for maintaining and continuing to pursue

for Purchaser's benefit any registrations or applications relating to the

Fallout Intellectual Property.

2.3 EXCLUDED LIABILITIES. Notwithstanding any provision in this

Agreement or anything herein or otherwise to the contrary, Purchaser is assuming

only the Assumed Liabilities and is not assuming, nor will Purchaser be

obligated to pay, perform, or discharge any other liability or obligation of

Seller or any Affiliate of Seller or of any predecessor stockholder, or other

owner of all or part of Seller or any Affiliate of Seller (collectively, the

"SELLER GROUP"), of any kind or nature whatsoever, whether direct or indirect,

known or unknown, absolute or contingent, presently in existence or accrued, or

arising or asserted after the date hereof or on or after the Closing

(collectively, the "EXCLUDED LIABILITIES"). Any and all such other liabilities

and obligations shall be retained by and remain obligations and liabilities of

the Seller Group.

2.4 CLOSING. The consummation of the purchase and sale of the Acquired

Assets in accordance with this Agreement and the closing of the other

transactions provided for hereunder (the "CLOSING") shall take place at 10:30

a.m., local time, at the offices of DLA Piper US LLP, 1775 Wiehle Avenue, Suite

400, Reston, Virginia 20190 on APRIL 6, 2007, or at such other later time and

place as the Parties shall agree in writing, subject in each case to

satisfaction or waiver by the Seller and Purchaser, as applicable, of the

conditions precedent to closing set forth in SECTION 6.1 and SECTION 6.2,

respectively. The actual date of the Closing shall be referred to as the

"CLOSING DATE" and the Closing shall be deemed effective as of 12:01 a.m. on the

Closing Date. The Parties hereby agree to deliver at the Closing such documents,

certificates of officers and other instruments as are set forth elsewhere in

this Agreement and as may reasonably be required to effect the transfer by the

Seller of the Acquired Assets to the Purchaser and to vest full title in and to

the Acquired Assets in Purchaser, free and clear of any and all Encumbrances.

All events which shall occur at the Closing shall be deemed to occur

simultaneously.

2.5 SELLER'S CLOSING DELIVERIES. At the Closing, Seller will deliver to

Purchaser (in addition to a duly executed copy of this Agreement, together with

all final exhibits, annexes, and schedules hereto) the following, with all

documents and instruments below to be duly executed by the Seller where

appropriate and notarized where indicated in the exhibits, annexes, or schedules

to this Agreement:

(a) the Trademark License Agreement, in the form attached

hereto as EXHIBIT B-1 (the "LICENSE BACK Agreement");

(b) the Special Rules System License Agreement, in the form

attached hereto as EXHIBIT B-2 (the "SPECIAL RULES LICENSE AGREEMENT");

(c) the bill of sale, in the form attached hereto as EXHIBIT

B-3 (the "BILL OF SALE");

(d) the instrument of assignment and assumption, in the form

attached hereto as EXHIBIT B-4 (the "INSTRUMENT OF ASSIGNMENT AND

ASSUMPTION");

(e) the applicable assignment agreements designated by the

Purchaser, in the forms attached hereto as EXHIBIT C-1 and EXHIBIT C-2

(the "ASSIGNMENTS"), respectively;

3

<PAGE>

(f) a power of attorney in the form attached hereto as EXHIBIT

C-3;

(g) all tangible embodiments of the Purchased Intellectual

Property, including, without limitation, the Software and Documentation

included in the Purchased Intellectual Property, but with respect to

Third Party Intellectual Property Rights only to the extent Seller has

the right in connection therewith to provide same;

(h) all other tangible and intangible property included in the

Purchased Intellectual Property, but with respect to Third Party

Intellectual Property Rights only to the extent Seller has the right in

connection therewith to provide same;

(i) an officer's and secretary's closing certificate in form

and substance acceptable to Purchaser;

(j) the Escrow Agreement, in the form attached hereto as

EXHIBIT D; and

(k) such other instruments, documents, certificates and

closing deliverables as Purchaser may reasonably request or may require

in connection with this Agreement and the transactions provided for

herein.

2.6 PURCHASER'S CLOSING DELIVERIES. At the Closing, Purchaser will

deliver to the Seller (in addition to a duly executed copy of this Agreement,

together with all final exhibits, annexes, and schedules hereto) the following,

with all documents and instruments below to be duly executed by the Purchaser

where appropriate and notarized where indicated in the annex, schedules, or

exhibits to this Agreement:

(a) the License Back Agreement;

(b) the Special Rules License Agreement;

(c) the Bill of Sale;

(d) the Instrument of Assignment and Assumption;

(e) the Trademark Assignment Agreement;

(f) the Copyright Assignment Agreement;

(g) the Escrow Agreement; and

(h) the First Installment, payable upon the Closing under

SECTION 2.7 below.

2.7 PURCHASE PRICE. In addition to the Assumed Liabilities, the

purchase price for the Acquired Assets (together, the "PURCHASE PRICE") shall be

Five Million Seven Hundred Fifty Thousand and 00/100 Dollars ($5,750,000.00),

payable in three installments as provided herein, upon the terms and conditions

set forth in this Agreement and in reliance on the representations, warranties,

covenants and agreements of Seller. At the Closing, the Acquired Assets

automatically will be transferred to, and all right, title and interest therein

immediately vested in, the Purchaser.

(a) FIRST INSTALLMENT. The Purchaser shall deliver the sum of

TWO MILLION AND 00/100 DOLLARS ($2,000,000.00) of the Purchase Price

(the "FIRST INSTALLMENT") in immediately available U.S.

dollar-denominated funds by wire transfer as follows: (i) TWO HUNDRED

THOUSAND AND 00/100 DOLLARS ($200,000.00) to an account as specified on

the Payment Schedule attached hereto and (ii) ONE MILLION EIGHT HUNDRED

THOUSAND AND 00/L00 DOLLARS ($1,800,000.00) to a separate segregated

escrow account ("ESCROW ACCOUNT") established pursuant to the Escrow

Agreement (at EXHIBIT D), as specified in the PAYMENT SCHEDULE attached

hereto, with said funds to be used to obtain full and complete

releases, releases of liens, satisfactions of judgments or discharges

of liabilities (in the form of the releases attached to the Escrow

Agreement) as to all of the Encumbrances listed in PART 2.7(A) OF THE

DISCLOSURE SCHEDULE as promptly as practicable following the Closing

Date.

(b) SECOND INSTALLMENT. Upon entry by the court in the

Bankruptcy Case of a conditional order of dismissal in a form

reasonably satisfactory to the Purchaser ("CONDITIONAL ORDER"), the

Purchaser shall deliver the sum of TWO MILLION AND 00/100 DOLLARS

($2,000,000.00) of the Purchase Price the "SECOND INSTALLMENT") in

immediately available U.S. dollar-denominated funds by wire transfer to

the

4

<PAGE>

Escrow Account, with said funds to be used to satisfy the requirements

of the Conditional Order. In the event the Bankruptcy Case is not

dismissed pursuant to a final, non-appealable order (FINAL DISMISSAL

ORDER") within ninety (90) days from the date of issuance of the

Conditional Order, any funds remaining in the Escrow Account shall

thereafter be distributed only as directed by the court in the

Bankruptcy Case.

(c) THIRD INSTALLMENT. The balance of the Purchase Price in

the sum of ONE MILLION SEVEN HUNDRED AND FIFTY THOUSAND AND 00/100

DOLLARS ($1,750,000.00) shall be due, owing, and payable ninety (90)

days following issuance of a Final Dismissal Order ("THIRD INSTALLMENT

DATE") on condition that (i) the Seller provided written evidence,

reasonably satisfactory to Purchaser, that the Encumbrances listed in

PART 2.7(A) OF THE DISCLOSURE SCHEDULE have been released, satisfied or

discharged in full and releases of liens and satisfactions of judgments

have been filed with all applicable courts, Secretaries of State or

other entities, (ii) no new bankruptcy or insolvency proceedings

against Seller have been filed, (iii) no Encumbrances or challenges of

any kind exist or have arisen with respect to Purchaser's clear title

and ownership of the Acquired Assets, and (iv) the Seller then remains

in compliance with all of its covenants under this Agreement and all

related agreements. If such conditions are met to Purchaser's

satisfaction, then the Purchaser shall deliver ONE MILLION SEVEN

HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,750,000.00) in

immediately available U.S. dollar-denominated funds by wire transfer as

specified on the Payment Schedule attached hereto (the "THIRD

INSTALLMENT"). Whether or not the contingent Third Installment is

earned, paid or released, if at any time any Encumbrances or any

challenges to Purchaser's clear title and ownership of any of the

Acquired Assets arise after the Third Installment Date, the Seller

shall take immediate action to resolve and fully discharge and cause to

be released any and all such Encumbrances and/or challenges and ensure

to Purchaser's satisfaction that there are no Encumbrances on

Purchaser's clear title to and unencumbered ownership of the Acquired

Assets.

2.8 EXCLUSIVE LICENSING AGREEMENT. Effective automatically upon

Closing, Purchaser shall have no obligations to pay any consideration under the

Exclusive Licensing Agreement, and the Exclusive Licensing Agreement shall be

deemed superseded by this Agreement and in the event of a conflict of meaning,

the terms of this Agreement shall control; PROVIDED, HOWEVER, that if in

connection with or as the result of any bankruptcy proceeding or liquidation,

dissolution, or in connection with any other insolvency proceeding, fraudulent

conveyance claim, or other claim or action, any court, bankruptcy trustee, or

other applicable Person causes this Agreement and the transactions hereunder to

be voided, nullified, or otherwise unwound or overturned for any reason under

federal or state law, then notwithstanding anything herein or otherwise to the

contrary, (x) all of Purchaser's licenses, rights and other privileges under the

Exclusive Licensing Agreement automatically shall be reinstated and deemed for

all purposes to have remained in full force and effect and not to have been

superseded or otherwise impacted in any way by this Agreement, and (y) any and

all payments made under this Agreement automatically shall be deemed to be and

constitute royalty payments that may become due and payable to the Seller and

advance payments recoverable against and applied to any and all payment

obligations of Purchaser to the Seller in accordance with the Exclusive

Licensing Agreement. With respect to such advance payments, Purchaser shall be

deemed to be and constitute a secured creditor of the Seller and shall be

entitled to a first priority lien over all of the Fallout Intellectual Property

and entitled hereby to make such security interest filings under applicable

federal or state law (including but not limited to with the United States Patent

and Trademark Office and Copyright Office and with any and all corresponding or

similar bodies outside of the United States) with respect to all registered

Fallout Intellectual Property as it may deem necessary or appropriate to perfect

such security interests. Without limiting the foregoing, any obligation by the

Purchaser to pay royalties or any other monies under the Exclusive Licensing

Agreement if reinstated is void. To the fullest extent possible, the Seller

shall waive all claims to royalties or any other monies that ever may be due

under the Exclusive Licensing Agreement and hereby accepts the payments made

under this Agreement to constitute full payment of royalties or other monies due

thereunder.

5

<PAGE>

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to the Purchaser that, on and as of the Effective

Date and as of the Closing, the statements contained in sections 3.1 through

3.22 of this ARTICLE III are true and correct in all respects, except as set

forth in the Seller's Disclosure Schedule attached hereto (the "DISCLOSURE

SCHEDULE").

3.1 DUE INCORPORATION. Seller is a corporation duly organized, validly

existing and in good standing under the applicable laws of the State of

Delaware. Seller has all requisite corporate power and authority to own, lease

and operate its properties and to carry on and operate its business, operations,

and affairs as now conducted and to enter into this Agreement and all agreements

and instruments to be entered into or delivered under this Agreement by the

Seller (collectively, the "ANCILLARY AGREEMENTS") and to perform and discharge

its obligations hereunder and under all Ancillary Agreements. Seller is duly

licensed or qualified as a foreign corporation in good standing in the State of

California.

3.2 AUTHORITY; NO VIOLATION; BINDING OBLIGATION.

(a) All corporate actions necessary to authorize the execution

and delivery by Seller of this Agreement and the Ancillary Agreements

and the performance of its obligations hereunder and thereunder have

been duly taken.

(b) The execution, delivery, and performance of this Agreement

and the Ancillary Agreements and the performance of Seller's covenants

and agreements herein and therein contained do not and will not (i)

contravene or conflict with or constitute a violation of any provision

of applicable law binding upon or applicable to the ownership of the

Acquired Assets or the Seller's business; (ii) conflict with, result in

a breach of, constitute a default under or give rise to any right of

termination, cancellation or acceleration of any right or obligation of

Seller relating to the Acquired Assets or Assumed Liabilities or to a

loss of any benefit relating to the Acquired Assets or Assumed

Liabilities to which Seller is entitled under any provision of any

agreement, contract or other instrument or relating to any of the

Acquired Assets; (iii) result in the creation or imposition of any

Encumbrance on any Acquired Asset; or (iv) conflict with or violate any

provision of the articles of incorporation, bylaws, or other governing

documents of the Seller as in effect immediately prior to the Closing.

(c) This Agreement and each of the Ancillary Agreements are

legal, valid and binding obligations of Seller.

(d) Seller has not received any notice of non-compliance not

previously corrected with respect to the Acquired Assets under any

applicable law.

3.3 LITIGATION. Except for the Bankruptcy Case and Encumbrances

identified in PART 2.7(A) OF THE DISCLOSURE SCHEDULE, there are no Legal

Proceedings pending, or to the knowledge of the Seller, threatened against or

relating to the Seller in connection with this Agreement or any of the Acquired

Assets, whether at law, in equity, or before any governmental authority, nor is

there a basis for any of the foregoing. Seller is not, in connection with the

Acquired Assets, in default with respect to any judgment, injunction, order or

decree of any court or any governmental authority, instrumentality, or court by

which it or any of the Acquired Assets is bound or subject.

3.4 TITLE TO ACQUIRED ASSETS. Except for the Encumbrances identified in

PART 2.7(A) OF THE DISCLOSURE SCHEDULE, Seller has good and marketable title to

the Acquired Assets, free and clear of any Encumbrances, and at the Closing,

Purchaser will receive good and marketable title to the Acquired Assets, free

and clear of any Encumbrances, except for the Encumbrances identified in PART

2.7(A) OF THE DISCLOSURE SCHEDULE.

3.5 INSURANCE CLAIMS. There are no pending insurance claims for losses

related to the Acquired Assets.

3.6 OWNERSHIP. The Seller owns or otherwise has valid and legally

enforceable rights by license to use the Purchased Intellectual Property. The

Seller is the sole owner of all of the Purchased Intellectual Property.

6

<PAGE>

3.7 INBOUND LICENSES AND RIGHTS. Set forth in PART 3.7 OF THE

DISCLOSURE SCHEDULE is a list and brief description of all Third Party

Intellectual Property Rights used in connection with the Fallout Intellectual

Property as of the Closing Date, and identifies any licenses or other agreements

relating thereto, true, correct and complete copies of which licenses or other

agreements are annexed to PART 3.7 OF THE DISCLOSURE SCHEDULE. The Seller has

not breached any of the licenses or other agreements governing such Third Party

Intellectual Property Rights, and, to the knowledge of the Seller, no other

party to those agreements has breached those agreements. No Third Party

Intellectual Property of any kind or nature is as of the Closing Date or

historically has been used by the Seller in connection with the Fallout

Intellectual Property. No part of the Purchased Intellectual Property has been

placed in (or is otherwise subject to) any escrow arrangement of any kind for

the benefit of any third party.

3.8 NO RESTRICTIONS. Other than under the Exclusive Licensing Agreement

and the Encumbrances identified in PART 2.7(A) OF THE DISCLOSURE SCHEDULE, the

Purchased Intellectual Property is free of any and all royalty and other payment

obligations and other Claims or Encumbrances and, without limiting the

generality of the foregoing, is not subject to any limitations or restrictions

on Seller's use. There is no Legal Proceeding, order, agreement or other similar

arrangement that prohibits or restricts the Seller (x) from using the Purchased

Intellectual Property or developing, licensing, transferring or otherwise

exploiting any Software, properties, or other assets relating to the Fallout

Intellectual Property anywhere in the world or (y) from any use of the Purchased

Intellectual Property anywhere in the world (except that this representation is

made only to the Seller's knowledge with respect to Third Party Intellectual

Property Rights). No Person has any rights in the Fallout Intellectual Property

or in any of the other Purchased Intellectual Property that could cause any

reversion or renewal of rights in favor of that Person or termination of the

Seller's or, following the Closing, the Purchaser's rights in the Fallout

Intellectual Property or in any of the other Purchased Intellectual Property.

3.9 EFFECT OF CLOSING. Upon and after the Closing, the Purchaser will

be the sole owner of, and will have valid and marketable title to, the Purchased

Intellectual Property, and will have the full right to use, license and transfer

the Purchased Intellectual Property in the same manner and on the same terms

that the Seller had immediately prior to the Closing. The Seller is not legally

bound by any agreements or obligations under which the occurrence of the Closing

would (i) obligate the Seller or the Purchaser to license or otherwise grant

rights to any other Person in any Fallout Intellectual Property (in any case,

whether owned or used by the Seller or Purchaser), (ii) entitle any Person to a

release of any source code escrow, (iii) result in any Claim or other

Encumbrance on the Purchased Intellectual Property, (iv) give rise to any right

of any third party to terminate, or impair in any material manner, any Third

Party Intellectual Property Rights included in the Purchased Intellectual

Property or otherwise contravene or conflict with Purchaser's right to enjoy the

benefit of the Third Party Intellectual Property Rights, or (v) otherwise

increase any burdens or decrease any rights relating to the Fallout Intellectual

Property or any of the other Purchased Intellectual Property in any material

manner.

3.10 PERFECTION OF OWNERSHIP RIGHTS. With respect to the Fallout

Intellectual Property:

(a) ASSIGNMENTS. PART 3.10 OF THE DISCLOSURE SCHEDULE

separately lists all other written assignments, if any, Seller has

obtained to establish the Seller's ownership rights in the Fallout

Intellectual Property.

(b) EFFECT OF ASSIGNMENTS. In each case in which the Seller

has acquired ownership of any material Intellectual Property from any

Person, other than a license of the Third Party Intellectual Property

Rights, the Seller has obtained a valid and enforceable assignment

sufficient to irrevocably transfer the applicable rights in that

Intellectual Property to the Seller. If the Seller has so acquired

Registered Intellectual Property, the Seller has, when required by

applicable law, duly recorded each of these assignments with the

appropriate governmental agency, and listed these assignments in PART

3.10(B) OF THE DISCLOSURE SCHEDULE.

7

<PAGE>

3.11 REGISTERED INTELLECTUAL PROPERTY. PART 3.11 OF THE DISCLOSURE

SCHEDULE separately lists (x) all Registered Intellectual Property included

within the Purchased Intellectual Property, as well as (y) certain additional

Fallout Intellectual Property.

(a) FEES AND APPLICATIONS. All necessary registration,

maintenance, renewal, and annuity fees and taxes due as of the Closing

Date, have been paid, and all necessary documents have been filed, in

connection with the Registered Intellectual Property. In connection

with the Registered Intellectual Property, all registrations are in

force and all applications for the same are pending in good standing,

and no actions for reissuance, reexamination or opposition are pending

or threatened with respect to any issued registrations or pending

applications.

(b) LIST OF MAINTENANCE ACTIONS. PART 3.11(B) OF THE

DISCLOSURE SCHEDULE accurately and completely lists all actions that,

as of the Closing Date, must be taken within ninety (90) days after the

date of this Agreement relating to the payment of any fees or taxes or

the filing of any documents necessary or appropriate to maintain,

perfect or renew any Registered Intellectual Property with an official

office (e.g., patent or trademark office).

3.12 VALIDITY. All registered copyrights, trademarks, and service marks

(and all applications related to any of the foregoing) included in the Fallout

Intellectual Property are subsisting and valid under applicable law for those

respective categories of Intellectual Property. There are no facts or

circumstances that would render any of the Purchased Intellectual Property

invalid or unenforceable, except that with respect to the Third Party

Intellectual Property, this representation is made only to the Seller's

knowledge.

3.13 OUTBOUND LICENSES AND RIGHTS. PART 3.13 OF THE DISCLOSURE SCHEDULE

lists all agreements, if any, under which the Seller has licensed or otherwise

granted rights in any of the Purchased Intellectual Property to any Person. PART

3.13 OF THE DISCLOSURE SCHEDULE also lists separately any of the following

related to the Fallout Intellectual Property: (i) any exclusive rights granted

to any third Person; (ii) any source code escrow or other form of d