EX-2.1 ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and between

VERSO TECHNOLOGIES, INC.

as "Buyer"

and

PARADYNE NETWORKS, INC.

as "Seller"

As of December 29, 2006

ASSET PURCHASE AGREEMENT

          This Asset Purchase Agreement (the " Agreement "), dated as of December 29, 2006, is by and between Verso Technologies, Inc., a Minnesota corporation (" Buyer "), Paradyne Networks, Inc., a Delaware corporation (" Seller "), and, for the limited purposes of being bound by Sections 9.1(b) , 9.1(c) and 9.5 hereof, Zhone Technologies, Inc., a Delaware corporation (" Zhone ").

WITNESSETH

          WHEREAS, Seller owns certain assets that it uses in the conduct of the Business (as defined below); and

          WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Purchased Assets (as defined below), upon the terms and subject to the conditions of this Agreement.

          NOW, THEREFORE, in consideration of the respective covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS

     1.1 Defined Terms . As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

          " Action " shall mean any action, claim, suit, litigation or proceeding filed with any federal, state or local court or governmental authority.

          " Books and Records " shall mean all books and records of Seller relating primarily to the Business, including all product designs and customer and supplier lists of the Business.

          " Business " shall mean the business of manufacturing, selling and supporting the iMARC product line and the 7123 TI CSU/DSU product.

          " Code " shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.

          " Contracts " shall mean all agreements, contracts, leases, licenses, instruments, obligations and commitments to which Seller is a party or is bound relating primarily to the operation of the Business, all of which are listed on Schedule 1.1 hereto; provided that in no event shall the Contracts include any of the Excluded Agreements.

          " Court Order " shall mean any judgment, writ, consent decree, injunction, determination, ruling or order of any federal, state or local court or governmental authority that is binding on any person or its property under applicable law.

          " Disclosure Letter " shall mean that certain Disclosure Letter dated as of the date hereof and delivered by Seller to Buyer on the date hereof in connection with this Agreement.

          " Encumbrance " shall mean any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, encumbrance or other right of third parties.

          " Engineering Equipment " shall mean the Equipment listed under the heading "Engineering Equipment" on Schedule 1.1 hereto.

          " Epidemic Failure " shall mean the failure of any product of the Business to be free from defects in materials and workmanship where the number of failures attributable to an identical, repetitive defect exceeds five percent (5%) of the total units of such product shipped in any twelve (12) month period.

          " Equipment " shall mean all machinery, spare parts, and manufacturing and test equipment of Seller that are primarily used or held for use in connection with the operation of the Business.

          " Excluded Assets " shall mean all assets of Seller of whatsoever nature not listed on Schedule 1.1 hereto and not to be acquired by Buyer hereunder, including, without limitation:

          (a) all contracts, agreements and other commitments listed on Schedule 1.2 hereto (the " Excluded Agreements ");

          (b) all Retained IP, as defined in the License Agreement (the " Retained IP ");

          (c) all accounts receivable relating to the Business;

          (d) all cash (including petty cash), cash equivalents, bank accounts, deposits and similar accounts (whether maintained at a bank, savings and loan or other financial institution), marketable securities or any other cash deposits or marketable securities relating to the Business;

          (e) all rights under this Agreement and the other agreements related to this Agreement; and

          (f) all claims for refunds of taxes and other governmental charges or assessments paid by Seller and arising from or pertaining to periods, activities, operations or events relating to the Business occurring prior to the Closing Date.

          " Intellectual Property " shall mean the Retained IP and the Transferred IP, collectively.

          " Intellectual Property Rights " shall mean any or all of the following and all rights in, arising out of, or associated with: (a) all United States and foreign patents and utility models and applications therefor, including provisional applications and all reissues, divisions, re-examinations, renewals, extensions, continuations and continuations-in-part thereof; (b) all trademarks, service marks, trade dress, logos and trade names, together with all translations,

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adaptations, derivations and combinations thereof and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (c) all rights in inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; and (d) all copyrightable material, copyright registrations and applications therefor and all other rights corresponding thereto throughout the world including moral rights.

          " Inventory " shall mean all inventory, raw materials, work in process, semi-finished goods and finished goods of Seller that are primarily used or held for use in connection with the operation of the Business.

          " IP Assignment Agreement " shall mean that certain Intellectual Property Assignment Agreement in the form attached hereto as Exhibit A .

          " Liabilities " shall mean any direct or indirect liability, indebtedness, obligation, commitment, expense, claim, guaranty or endorsement of or by any person of any type, whether accrued, absolute, contingent, matured, unmatured or other.

          " License Agreement " shall mean that certain License Agreement in the form attached hereto as Exhibit B .

          " Manufacturing Equipment " shall mean the Equipment listed under the heading "Manufacturing Equipment" on Schedule 1.1 hereto.

          " Material Adverse Effect " shall mean (a) with respect to the Business or the Purchased Assets, any material adverse effect on or change in the Business and/or the Purchased Assets or on the ability of Seller to consummate the transactions contemplated hereby, and (b) with respect to Buyer, any material adverse effect or change in the assets, Liabilities or operations of Buyer or on the ability of Buyer to consummate the transactions contemplated hereby.

          " Ordinary Course of Business " or any similar phrase shall mean the ordinary course of the normal, day-to-day operations of the Business consistent in nature, scope and magnitude with the past practices of Seller; provided , however , any action taken by Seller that is expressly contemplated by this Agreement shall be deemed to be in the Ordinary Course of Business.

          " Purchased Assets " shall mean all of the assets, tangible and intangible, of Seller, wherever located, that are primarily used or held for use by Seller in the conduct of the Business as of the Closing Date, including, without limitation, the following assets, which are listed on Schedule 1.1 hereto:

          (a) all Contracts;

          (b) all Equipment;

          (c) all Inventory;

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          (d) all Books and Records;

          (e) all Transferred IP; and

          (f) all claims of Seller against third parties relating to the Purchased Assets, whether choate or inchoate, known or unknown, contingent or noncontingent;

provided that in no event shall the Purchased Assets include the Excluded Assets.

          " Regulations " shall mean any laws, statutes, ordinances, regulations, rules, court decisions and orders of any foreign, federal, state or local government.

          " Representative " shall mean any officer, director, partner, manager, member, principal, attorney, agent, employee or other representative.

          " Schedule " shall mean a schedule to the Disclosure Letter.

          " Seller’s Knowledge " or " Known to Seller " or any similar phrase shall mean the actual knowledge of Kirk Misaka, Paul Castor or David Misunas, and the knowledge such person would reasonably be expected to have by virtue of such person’s title, position or duties performed for Seller in the Ordinary Course of Business.

          " Transferred IP " shall mean any Intellectual Property Rights owned by Seller and primarily used by Seller in the conduct of the Business prior to the Closing Date which are listed on Schedule 1.1 hereto; provided that in no event shall the Transferred IP include any of the Retained IP.

          " Unknown Assumed Liability " shall mean an Assumed Liability which satisfies both of the following conditions: (a) the Assumed Liability arises out of any Action that is commenced by a third party against Buyer during the fifteen (15) month period after the Closing Date but relates to Seller’s acts or omissions occurring prior to the Closing Date; and (b) such Assumed Liability described in the preceding clause (a) was not known to each of Buyer and Seller on or prior to the Closing Date.

     1.2 Other Defined Terms . The following terms shall have the meanings defined for such terms in the Sections set forth below:

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ARTICLE II.
PURCHASE AND SALE OF PURCHASED ASSETS

     2.1 Sale of Assets . Upon the terms and subject to the conditions contained herein, (a) at the Closing, conditioned upon Seller’s receipt of the Closing Payment, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest as of the Closing Date in and to the Engineering Equipment (including all Contracts and Books and Records relating thereto) and all Contracts listed as Service Agreements on Schedule 1.1A , for the consideration specified below in Section 2.3(a) , (b) on the IP Payment Date, conditioned upon Seller’s receipt of the IP Payment, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest as of the IP Payment Date in and to the Transferred IP, for the consideration specified below in Section 2.3(b) , and (c) on the Inventory Payment Date, conditioned upon Seller’s receipt of the Inventory Payment, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest as of the Inventory Payment Date in and to the Manufacturing Equipment and Inventory (including all Contracts and Books and Records relating thereto), for the consideration specified below in Section 2.3(c) . For purposes of clarification, (i) if Buyer fails to deliver the Closing Payment on the Closing Date, then Seller shall not be obligated to sell and transfer to Buyer the Engineering Equipment (or any other Purchased Assets on any subsequent payment date), (ii) if Buyer fails to deliver the IP Payment on the IP Payment Date, then Seller shall not be obligated to sell and transfer to Buyer the Transferred IP (or any other Purchased

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Assets on any subsequent payment date), and (iii) if Buyer fails to deliver the Inventory Payment on the Inventory Payment Date, then Seller shall not be obligated to sell and transfer to Buyer the Manufacturing Equipment or Inventory.

     2.2 Assumption of Liabilities . Upon the terms and subject to the conditions contained herein, effective as of the Closing, except with respect to Subsection (d) below which shall be effective as of the Inventory Date, Buyer shall assume and become responsible for the following Liabilities relating to the Business or the Purchased Assets (the " Assumed Liabilities "): (a) any and all Liabilities under the Contracts constituting Purchased Assets that arise or are required to be performed after the Closing; (b) any and all warranty, repair, service, technical assistance, training, marketing assistance and support obligations relating to the Business or the Purchased Assets arising in the Ordinary Course of Business out of warranties provided under Section 4.13 (including, without limitation, any such obligations arising from the Excluded Agreements) whether arising out of occurrences prior to, at or after the Closing; (c) any and all Liabilities related to or arising from Seller’s termination of the Business Employees (to the extent set forth on Schedule 2.2(c) ) or Buyer’s employment of the Business Employees at or after the Closing; (d) all financial and purchasing commitments made by Seller or Seller’s affiliate with suppliers or contract manufacturers of the Business prior to the Inventory Date to the extent set forth on Schedule 2.2(d) as updated by Seller and provided to Buyer from time to time; and (e) subject to Section 9.1(c) , any and all other Liabilities, including without limitation, for tort, product liability, intellectual property infringement or other claims relating to the Business or the Purchased Assets whether arising out of occurrences prior to, at or after the Closing. Notwithstanding the foregoing, Buyer shall not assume or otherwise become responsible for (A) any Liabilities under the Contracts assumed by Buyer that arise after the Closing but that arise out of or relate to any breach by Seller that occurred prior to the Closing, (B) any accounts payable or license fees relating to the operation of the Business by Seller prior to the Closing, (C) any taxes relating to the operation of the Business by Seller prior to the Closing, (D) any Liabilities of Seller relating to its employees, whether or not associated with the Business (excluding the Liabilities specifically enumerated in Section 2.2(c) ), (E) performance obligations of Seller under the Excluded Agreements relating to any stock rotation rights or distributor return rights (other than a right of return pursuant to a warranty, repair or service obligation) or other performance obligations of Seller to the contracting parties under the Excluded Agreement subsequent to the Closing that are not in the nature of the performance obligations to be assumed by Buyer under this Agreement, or (F) any Liabilities of Seller other than the Assumed Liabilities (collectively, the " Excluded Liabilities ").

     2.3 Purchase Price . Buyer shall make the following payments to Seller (or Seller’s affiliate, as designated by Seller) (collectively, the " Purchase Price "):

          (a) At the Closing, cash in the amount of One Million Dollars ($1,000,000), payable by wire transfer to an account designated by Seller not later than two (2) business days prior to the Closing Date (the " Closing Payment ");

          (b) On January 19, 2007 (the " IP Payment Date "), cash in the amount of One Million Five Hundred Thousand Dollars ($1,500,000), payable by wire transfer to an account designated by Seller not later than two (2) business days prior to the IP Payment Date (the " IP Payment "); and

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          (c) On the Inventory Payment Date, cash in the amount of the Inventory Payment, less adjustments under Section 9.4 , payable by wire transfer to an account designated by Seller not later than two (2) business days prior to the Inventory Payment Date.

     2.4 Purchase Price Allocation . Within thirty (30) days of the Closing, Seller shall prepare a schedule setting forth a proposed tax allocation of the Purchase Price (plus Assumed Liabilities) to the Purchased Assets in a manner consistent with Section 1060 of the Code and shall deliver such schedule to Buyer for its review and approval. Buyer and Seller agree to use all reasonable efforts to resolve any disagreements regarding such allocation as soon as practicable thereafter, but in no event later than thirty (30) days subsequent to the date that Seller delivers such allocation. In the event that Buyer and Seller are able to agree upon such allocation (such final, mutually agreed upon allocation of the Purchase Price referred to herein as the " Allocation "), then (a) the Allocation shall be conclusive and binding upon Buyer and Seller for all purposes, (b) Buyer and Seller agree that all returns and reports and all financial statements shall be prepared in a manner consistent with (and Buyer and Seller shall not otherwise file a tax return position inconsistent with) the Allocation unless required by the Internal Revenue Service (" IRS ") or any other applicable taxing authority, and (c) Buyer and Seller shall each prepare and file on a timely basis with the IRS substantially identical initial and supplemental IRS Forms 8594 "Asset Acquisition Statements Under Section 1060" consistent with the Allocation. Not later than ten (10) business days prior to the filing of their respective Forms 8594 relating to this transaction, each of Buyer and Seller shall deliver to the other party a copy of its Form 8594.

     2.5 Inventory . Following the Closing upon reasonable notice to Seller, Buyer shall be entitled to review Seller’s Inventory and Seller’s records with respect thereto and may reject and elect not to purchase any such Inventory that, in Buyer’s reasonable good faith determination, is of a quality or quantity that is not usable or, with respect to finished goods, saleable, in the Ordinary Course of Business (all such inventory, " Rejected Inventory "). Prior to and in connection with the Inventory Count conducted pursuant hereto, Buyer and Seller shall cooperate in seeking to identify all Rejected Inventory. On or prior to June 30, 2007 (the " Inventory Date "), Seller and Buyer shall, in accordance with Schedule 2.5 hereto, conduct (or cause to be conducted) a physical count (the " Inventory Count ") of the Inventory. At least two (2) business days prior to the Inventory Date, Seller shall deliver to Buyer an inventory list of the Inventory reflecting each item of Inventory and the inventory count for such item according to Seller’s inventory records. The " Inventory Payment " shall be equal to the aggregate inventory value of the Inventory determined pursuant to the Inventory Count where such Inventory is valued as set forth on Schedule 2.5 . Buyer shall pay Seller the Inventory Payment in cash by wire transfer no later than the second (2 ^nd ) business day following the Inventory Date (subject, in the event of a dispute over the Inventory Payment, to the last sentence of this Section 2.5 , the " Inventory Payment Date "). If Seller and Buyer are not able to agree upon the Inventory Payment or the valuation or count for any item of Inventory in accordance with Schedule 2.5 , then Buyer shall immediately pay Seller the undisputed amount thereof, and the disputed amount (the " Disputed Inventory Payment ") shall be referred to Grant Thornton LLP or another mutually agreeable audit partner (the " Inventory Auditor "). Within ten (10) business days following the Inventory Payment Date, the Inventory Auditor shall deliver to Seller and Buyer its report with respect to the determination of the Disputed Inventory Amount (the " Verification Statement "). The Verification Statement shall be final and binding on the parties hereto unless Seller or Buyer, within ten (10) business days of its receipt thereof, gives written notice to the

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other specifying in reasonable detail its objections thereto (the " Objection Notice "). Seller and Buyer will negotiate in good faith the resolution of the matters set forth in the Objection Notice for a period of ten (10) business days. If Seller and Buyer are unable to reach an agreement during such period, then Seller and Buyer shall submit such matters to arbitration for final resolution. The fees and expenses of the Inventory Auditor, or any other arbitrator, shall be borne equally by Buyer and Seller. Buyer shall pay Seller the final determination of the Disputed Inventory Amount within two (2) business days following such final determination, by wire transfer, together with interest thereon from and after the Closing Date at the rate equal to the prime rate of Bank of America, N.A. as announced from time to time during the period following the Closing Date through the date of such payment (with the due date for such payment being deemed the " Inventory Payment Date " for purposes hereof).

ARTICLE III.
CLOSING

     3.1 Closing . The closing of the transactions contemplated hereby (the " Closing ") shall be held at the offices of Latham & Watkins LLP, 12636 High Bluff Drive, Suite 400, San Diego, CA 92130 effective as of 11:59 p.m. PST on December 29, 2006 (the " Closing Date ").

     3.2 Closing Transactions . Upon the terms and subject to the conditions set forth in this Agreement, following execution of this Agreement and simultaneously with the Closing:

          (a) To effect the sale and transfer referred to in Section 2.1(a) , Seller shall execute and deliver or cause to be executed and delivered to Buyer:

     (i) a Bill of Sale in the form of Exhibit C attached hereto, conveying all of Seller’s owned personal property included in the Engineering Equipment; and

     (ii) an Assignment of Contracts in the form of Exhibit D attached hereto, to the extent necessary to assign all Contracts listed as Service Agreements on Schedule 1.1A and all Contracts (if any) included in the Engineering Equipment.

          (b) To effect the assumption of Liabilities by Buyer referred to in Section 2.2 , Buyer shall execute and deliver to Seller an Assumption of Liabilities in the form of Exhibit E attached hereto, evidencing Buyer’s assumption of the Assumed Liabilities.

          (c) Buyer shall deliver the Closing Payment to Seller in accordance with Section 2.3(a) .

          (d) Buyer and Seller shall execute and deliver the License Agreement.

          (e) Buyer and Seller shall execute and deliver the Adaptation of Reseller Agreement between the parties in the form of Exhibit F attached hereto.

          (f) Seller shall file (where necessary) all documents necessary to release the Purchased Assets from all Encumbrances.

          (g) Buyer shall deliver to Seller the certificate described in Section 7.1 .

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          (h) Seller shall deliver to Buyer the certificate described in Section 8.1 .

     3.3 IP Closing . To effect the sale and transfer referred to in Section 2.1(b) , on the IP Payment Date, conditioned upon Seller’s receipt of the IP Payment, Seller shall execute and deliver to Buyer the IP Assignment Agreement.

     3.4 Inventory Closing . To effect the sale and transfer referred to in Section 2.1(c) , on the Inventory Payment Date, conditioned upon Seller’s receipt of the Inventory Payment, Seller shall execute and deliver to Buyer (a) a Bill of Sale in the form of Exhibit C , conveying all of Seller’s owned personal property included in the Manufacturing Equipment and Inventory, and (b) an Assignment of Contracts in the form of Exhibit D , to the extent necessary to assign all Contracts included in the Manufacturing Equipment and Inventory.

     3.5 Form of Instruments . To the extent that a form of any document to be delivered hereunder is not attached as an exhibit hereto, such documents shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to Buyer and Seller.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF SELLER

     4.1 Making of Representations and Warranties . As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Seller hereby makes to Buyer the representations and warranties contained in this Article IV .

     4.2 Organization of Seller . Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

     4.3 Authority of Seller . Seller has the power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by Seller pursuant to this Agreement and to carry out the transactions contemplated hereby or thereby. The execution, delivery and performance by Seller of this Agreement and each such other agreement, document and instrument to which Seller is a party have been duly authorized by all necessary action of Seller, and no other action on the part of Seller is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by Seller pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Seller enforceable against Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity, including, without limitation, the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. Except as set forth on Schedule 4.3 , the execution, delivery and performance by Seller of this Agreement and each such agreement, document and instrument to which Seller is a party:

          (a) do not and will not violate any provision of Seller’s Certificate of Incorporation or Bylaws, each as amended to date;

          (b) do not and will not violate any laws of the United States, or any state or other jurisdiction applicable to Seller or require Seller to obtain any approval, consent or waiver

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of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made or otherwise expressly set forth in this Agreement, except where such violation, or failure to obtain such approval, consent or waiver, or to make such filing, would not have a Material Adverse Effect; and

          (c) do not and will not result in a breach of, constitute a default under, accelerate any obligation under, give Seller or any other person the right to exercise any remedy under, or give rise to a right of termination, modification or cancellation of any Contract to which Seller is a party or by which the Purchased Assets are bound or affected, or result in the creation or imposition of any Encumbrance on any of the Purchased Assets, except where such breach, default, acceleration or exercise of right of termination would not have a Material Adverse Effect.

     4.4 Title to Assets . Except as set forth on Schedule 4.4 , Seller has and will transfer to Buyer good and marketable title to the Purchased Assets, and upon the consummation of the transactions contemplated hereby, Buyer will acquire good and marketable title to the Purchased Assets, free and clear of any Encumbrances.

     4.5 Sufficiency of Assets . Except as set forth on Schedule 4.5 , the Purchased Assets (together with the Retained IP) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner currently operated by Seller. The Manufacturing Equipment constitutes all of the assets necessary to test and manufacture the iMarc product line and the 7123 TI CSU/DSU product line.

     4.6 Inventory . All items included in the Inventory are free of defects and consist of a quality and quantity usable and, with respect to finished goods, saleable, in the Ordinary Course of Business, except where such defects or lack of quality or quantity would not have a Material Adverse Effect. Seller is not in possession of any Inventory not owned by Seller, including Inventory held on consignment or goods already sold.

     4.7 Contracts .

          (a) (i) All of the Contracts are valid and in full force and effect and have not been modified or amended except as set forth therein, (ii) Seller has performed all obligations imposed on it thereunder, and (iii) there are not, under any of such Contracts, any defaults or events of default on the part of Seller or, to Seller’s Knowledge, any other party thereto, except in the case of clauses (ii) and (iii) as would not have a Material Adverse Effect.

          (b) With respect to the Contracts, Seller has not received written notice nor has Knowledge that any party to any such Contract intends to cancel, terminate, refuse to renew or materially reduce its commitment under such Contract or to exercise or decline to exercise any option under any Contract or right thereunder.

     4.8 Intellectual Property .

          (a) Except as set forth on Schedule 4.8 , Seller owns all right, title and interest in and to, or is licensed or otherwise possesses a valid and enforceable right to use, all of the

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Intellectual Property, and no Action to the contrary by any other person to the rights of Seller with respect to the foregoing is pending or, to Seller’s Knowledge, threatened in writing.

          (b) To Seller’s Knowledge, there is no unauthorized use, disclosure, infringement or misappropriation of any Intellectual Property by any third party, or any third- party Intellectual Property Rights by Seller, in each case relating to the operation of the Business, other than any such unauthorized use, disclosure, infringement or misappropriation that would not have a Material Adverse Effect.

          (c) Schedule 4.8 lists (i) all patents and patent applications and all registered trademarks, service marks and copyrights contained in the Transferred IP, the jurisdictions in which each such Intellectual Property Right has been issued or registered or in which any application for such issuance and registration has been filed, and the nature and extent of the ownership interest or other right held by Seller in each such Intellectual Property Right; and (ii) any Action pending as of the date hereof before any governmental entity related to any of the Transferred IP. Except as set forth on Schedule 4.8 , Seller owns exclusively all Transferred IP.

     4.9 Litigation . Except as set forth on Schedule 4.9 , Seller is not a party to any pending, or to Seller’s Knowledge, threatened Action that relates to the Business nor to Seller’s Knowledge are there any facts or circumstances that would reasonably be expected to result in Seller being a party to any Action which would have a Material Adverse Effect.

     4.10 Compliance with Laws . Seller is in compliance with all applicable Regulations and Court Orders promulgated by any federal, state or local court or governmental authority that apply to Seller in respect of the Business, except where such noncompliance would not have a Material Adverse Effect.

     4.11 Finder’s Fee . Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Buyer coul