ASSET PURCHASE AND LICENSE AGREEMENT

Exhibit 10.10

***Text Omitted and Filed Separately

with the Securities and Exchange Commission.

Confidential Treatment Requested

Under 17 C.F.R. Sections 200.80(b)(4)

and 240.24b-2.

EXECUTION VERSION

ASSET PURCHASE AND LICENSE AGREEMENT

This Asset Purchase and License Agreement (this " Agreement ") is made and entered into as of August 15, 2008 (the " Effective Date " ), by and between Progressive Gaming International Corporation (" PGIC "), a Nevada corporation, and IGT (" IGT "), a Nevada corporation (each a " Party " and collectively the " Parties ").

WITNESSETH

WHEREAS , IGT has asserted that PGIC’s Casinolink ^® Jackpot System defined below infringes certain intellectual property rights of IGT;

WHEREAS , PGIC acknowledges and agrees that its Casinolink ^® Jackpot System may infringe upon certain intellectual property rights of IGT; and

WHEREAS , the Parties wish to amicably resolve all claims that have been asserted or could be asserted by and between IGT and PGIC.

NOW, THEREFORE , in consideration for settlement of potential outstanding claims of infringement of IGT’s intellectual property related to the Casinolink ^® Jackpot System and of the premises and the mutual promises and covenants herein contained and contained in the First Amendment to Intellectual Property License Agreement dated concurrently herewith, the Parties agree as follows:

ARTICLE 1

Definitions

" Application Fees " means (i) the gross fees charged by PGIC for the installation, use, and maintenance of any aspect of the Assigned Intellectual Property; and (ii) the gross recurring fees charged by PGIC for any aspect of the Assigned Intellectual Property. Application Fees exclude fees charged by PGIC for Casinolink ^® Enterprise Edition to the extent that the features and functionality of CEE do not include the features and functionality of the Assigned Intellectual Property.

" Assigned Intellectual Property " means the Casinolink ^® Jackpot System including the features and functionality set forth in Exhibit C hereto and including all related source code, object code, registered or unregistered copyrights, trade secret rights, product specifications, plans, designs, data and all other rights in confidential business or technical information, know-how, and any similar, corresponding, or equivalent rights to any of the forgoing anywhere in the world. Assigned Intellectual Property does not include Casinolink ^® Enterprise Edition, but only to the extent that the features and functionality of CEE are not included in the features and functionality set forth in Exhibit C.

" Casinolink ^® Enterprise Edition " or " CEE " means PGIC’s casino management system but only to the extent that it has features and functionalities distinct from CJS, and only such distinct features and functionalities. For the avoidance of doubt, CEE does not include CJS.

" Casinolink ^® Jackpot System " or " CJS " means PGIC’s management system providing centralized control of Progressive and Mystery jackpots for Electronic Gaming Machines both at

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single location and across multiple locations and as further as further set forth in Exhibit C. CJS does not include the Happy Hour Bonuses, Random Player Bonuses, or Player Credit Bonuses as implemented directly in CEE as of the Effective Date.

" Coin Slot or Coin Spot Table Progressives " means a bonus on a table game that grows in value as side wagers made by the player using a coin slot or coin spot are allocated to the bonus pool. At the occurrence of a triggering event, the bonus pool is awarded to the player and the bonus is reset to its initial value.

" Device " means an Electronic Gaming Machine, placed in a licensed gaming establishment that uses or incorporates any aspect of the Assigned Intellectual Property.

" End User " means the licensed operator of an Electronic Gaming Machine.

" Existing Wide Area Installations " has the meaning set forth in Section 4.2.2.

" Electronic Gaming Machine " or " EGM " means an electronic or electro-mechanical device including the peripheral components housed in its enclosure that is primarily designed and used for Gambling, and that has all of the following characteristics: (a) is used by the player to input the wager amount and otherwise initiate game play; (b) displays the amount wagered, the outcome of the wager, and the credit amount available to the player; (c) displays the outcome of the Gambling event to the player within five minutes of initiating the wager; and (d) is provided to the player by the EGM operator. The definition of an EGM is limited to the device in close proximity to the player and does not include supporting software and servers remote from the device. For the avoidance of doubt, and by way of example, personal computers, televisions, personal digital assistants (PDAs), and cellular and other mobile telephones are not primarily designed for Gambling and are not EGMs for the purposes of this defined term.

" Force Majeure Event " has the meaning set forth in Section 11.9.

" Future Application " has the meaning set forth in Section 4.3.

" Gambling " means an activity in a legally authorized jurisdiction where something of value is placed at risk upon an uncertain outcome that is predominantly determined by chance.

" IGT System " means the completed system described in the Software Customization and Integration Agreement entered into between the parties of even date herewith.

" Indemnified Party " has the meaning set forth in Section 9.1.

" Indemnifying Party " has the meaning set forth in Section 9.1.

" Installed Site " means a location having one or more installed Devices.

" Intellectual Property License Agreement " means the Intellectual Property License Agreement entered into between the Parties dated April 10, 2008 as modified by the First Amendment to Intellectual Property License Agreement executed concurrently with this Agreement and any subsequent amendments agreed to by the Parties.

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" Lease-Participation Basis " means a financial model under which products are not sold but placed in the field with an End User in a manner which provides the lessor entity placing the product with an ongoing future revenue stream for the life of the placement.

" Liability " means any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles and regardless of whether such debt, obligation, duty or liability is immediately due and payable.

" License-Back " has the meaning set forth in Section 4.1 of this Agreement.

" Licensed Trademarks " means the Casinolink ^® Jackpot System trademark owned by PGIC.

" Mystery " or " Mysteries " means a bonus used with one or more Electronic Gaming Machines that uses central server(s) to perform all Mystery calculations and hits between a minimum value and maximum value. The Mystery algorithm checks each individual coin-in event against the hit point as it is received from each EGM to determine the winner. All Mystery bonuses are configured for a central site and not for remote sites. The Mystery algorithm disables all connected EGMs if there is a loss of communications with the central bonusing server. A Mystery bonus as defined herein does not include bonuses such as the Lucky Coin ^® bonus or the Happy Hour Bonuses, Random Player Bonuses, or Player Credit Bonuses as specified and as implemented directly in CEE as of the Effective Date. Mysteries do include scheduled Mysteries that are active during a particular time period, and count down Mysteries that limit the number of times a Mystery bonus can be awarded.

" Permitted Additional Installations " has the meaning set forth in Section 4.1.

" Progressive " or " Progressives " means a bonus with an Electronic Gaming Machine or group of Electronic Gaming Machines that grows in value as portions of each wager are allocated to the bonus pool. At the occurrence of a triggering event on the EGM, such as a winning symbol or combination of symbols, the bonus pool is awarded to the player and the bonus is reset to its initial value. Progressives may be tied to an individual EGM, a group of EGMs on the same gaming floor, or a group of EGMs spread across multiple gaming floors or Wide Area Network.

" Regulatory Trigger " has the meaning set forth in Section 10.1.

" Representatives " means officers, directors, employees, agents, attorneys, accountants, advisors, representatives, successors and assigns.

" SB " means server based.

" Third Party Claims " has the meaning set forth in Section 9.1.

" Wide Area Network " means a network connecting EGMs spread across multiple casinos or properties.

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ARTICLE 2

Assignment of Intellectual Property

2.1 Assignment of Intellectual Property. PGIC hereby irrevocably grants, conveys, sells, assigns, transfers and delivers to IGT, its successors and assigns, all of PGIC’s rights, title, and interest throughout the world in and to the Assigned Intellectual Property.

2.2 Maintenance and Services. PGIC will provide maintenance and services with respect to the Assigned Intellectual Property in accordance with the terms of the Software Customization and Integration Agreement attached hereto as Exhibit A, and the Software Maintenance Agreement attached hereto as Exhibit B, each entered into by the Parties concurrently with this Agreement.

2.3 No Liabilities. It is understood and agreed that IGT will not assume, and PGIC will retain and discharge when due or otherwise satisfy any Liabilities of PGIC related to all uses of the Assigned Intellectual Property existing up until the Effective Date even if asserted or brought after the Effective Date.

2.4 Cooperation of PGIC. At anytime hereafter, and without further consideration, PGIC will execute and deliver to IGT such further instruments of conveyance and transfer as IGT may reasonably request to transfer or evidence the transfer the Assigned Intellectual Property to IGT.

2.5 Reserved Rights. Except for the rights expressly granted by one Party to the other Party under this Agreement, each Party reserves all rights in any intellectual property owned, acquired or created by such Party, and no rights are granted to the other Party in such intellectual property except as expressly set forth herein.

ARTICLE 3

License to IGT

3.1 License to PGIC Patents. PGIC hereby grants IGT a perpetual, non-revocable, non-royalty bearing, sublicenseable, world wide license to any patents now, or hereafter owned or controlled by PGIC, that are required for IGT to exercise its rights to, and full ownership of, the Assigned Intellectual Property and the IGT System developed under the Software Customization and Integration Agreement attached hereto as Exhibit A.

3.2 Agreement Supersedes Existing Licenses between Parties. This Agreement supersedes any existing licenses to any intellectual property between the Parties with respect to the subject matter herein. With respect to any conflict between this Agreement and a previous agreement between the Parties the terms of this Agreement will control.

3.3 Trademark Licenses. PGIC hereby grants IGT a worldwide, royalty-free, fully paid, license to use the Licensed Trademarks and all goodwill therein in connection with the Assigned Intellectual Property. With respect to all uses of the Licensed Trademarks, IGT agrees to meet or exceed a quality standard comparable to the quality standard of the PGIC devices sold or placed under the Licensed Trademarks.

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ARTICLE 4

License Back of Assigned Intellectual Property to PGIC

4.1 License to Assigned Intellectual Property. IGT hereby grants PGIC a revocable, non-exclusive, non-transferable world-wide license to the Assigned Intellectual Property subject to the restrictions set forth herein (the " License-Back "). PGIC may grant sublicenses only to End Users of the Casinolink ^® Jackpot System […***…]. Any such sublicense must include the terms set forth in Exhibit D attached hereto. PGIC acknowledges and agrees that the Assigned Intellectual Property licensed to PGIC under this Agreement includes only that intellectual property assigned by PGIC to IGT under this Agreement and does not include any presently existing, or later developed intellectual property owned or controlled by IGT. To the extent that portions of the Assigned Intellectual Property includes source code, registered or unregistered copyrights, trade secret rights or know-how that are necessary for the operation of CEE and not used for the Mystery and Progressive features and functionality described in Exhibit C, IGT hereby grants PGIC a perpetual, irrevocable, world-wide license to such intellectual property solely for use in CEE. The License-Back is only for the use of the Assigned Intellectual Property as a […***…]. The License-Back does not permit the use after the Effective Date of […***…] (the " Permitted Additional Installations ").

4.2 Restrictions on PGIC License.

4.2.1 No Further Development. PGIC agrees that apart from its services provided to IGT under the Software Maintenance Agreement and Software Customization and Integration Agreement and other development expressly authorized by IGT in writing, the License-Back does not extend to the creation of derivative works or further development of the Casinolink ^® Jackpot System or any system with the same or similar characteristics or functionality, and PGIC will not create any derivative works of the Assigned Intellectual Property, […***…].

4.2.2 No Additional Wide Area Installations. PGIC agrees that the license conveyed herein does not […***…]. This restriction will not apply to […***…] (the " Existing Wide Area Installations "). PGIC will be permitted to sell, install, operate and maintain Permitted Additional Installations as set forth in the Intellectual Property License Agreement and to operate and maintain the Existing Wide Area Installations. PGIC will provide to IGT, and IGT will have the right to approve in advance, any regulatory submissions required as a result of PGIC’s maintenance of the Existing Wide Area Installations or Permitted Additional Installations. PGIC will pay IGT as set forth Section 6.3 for revenue generated by Existing Wide Area Installations, and to the extent a royalty has not already been paid under the Intellectual Property License Agreement, for the Permitted Additional Installations. PGIC agrees that during the term of this Agreement, if PGIC is approached

by any of its customers operating any of the Existing Wide Area Installation and such customer requests that the contact governing such Existing Wide Area Installation be terminated, canceled or otherwise ended, PGIC will comply with such customer’s request and terminate the corresponding agreement and any obligations related thereto.

[…***…]

4.2.3 Limit on Casino Floor. PGIC agrees that the license conveyed herein does not permit PGIC to sell, install, operate, maintain, or in any way assist in licensing or deploying the Assigned Intellectual Property in Devices that constitute more than […***…] of the EGMs installed on a casino floor at an Installed Site.

4.2.4 Exceptions to Section 4.2.2 and 4.2.3. In accordance with PGIC’s existing licenses, […***…] will not be subject to the […***…] casino floor limit in Section 4.2.3. […***…].

4.2.5 Approved Distributors. PGIC agrees that to the extent it uses distributors to sell, distribute, install, operate or maintain products under this Agreement, such distributors will be approved by IGT and listed in Exhibit E, which may be modified from time to time by written agreement of the Parties (the " Approved Distributors ").

4.3 Future Applications. The Parties agree that pursuant to this Agreement that PGIC will bring concepts to IGT related to any new applications for IGT SB platform products (the " Future Applications "). IGT will make reasonable efforts to meet with PGIC quarterly to consider PGIC’s proposed Future Applications. In the event IGT determines in its sole discretion that any such PGIC proposed Future Application should be further developed, the Parties will enter into an additional agreement(s) to confer the license rights to PGIC necessary for PGIC to bring such Future Application to market on the platforms agreed to by both parties, which may include IGT SB platform and PGIC CEE platform. For the avoidance of doubt, until such time as the Parties have entered into an additional agreement related to the further development of a Future Application for use with Devices in the field, the intellectual property related to such Future Application shall remain the sole and exclusive property of PGIC and shall not be included in the Assigned Intellectual Property. Each Party agrees that in the event a Future Application is brought to market, it will pay to the other a royalty of fifty percent (50%) of the net revenue charged by the Party selling, leasing or licensing such Future Application with payment terms substantially similar to those provided herein. In order to qualify as a Future Application under this section, the concepts brought by PGIC must be different than existing IGT products or products already under development by IGT.

4.4 PGIC’s Table Progressives. For the term that the Intellectual Property License Agreement dated April 10, 2008, as amended is in effect, PGIC’s use, […***…], of the Assigned Intellectual Property for […***…]

[…***…]

ARTICLE 5

Consideration and Royalty Payments

5.1 Payment . IGT will pay PGIC the amount set forth in the Software Customization Agreement attached hereto as Exhibit A in accordance with its terms.

5.2 Royalties . For each instance of the IGT System or CJS version 2.8 or 2.9 operating on a Device IGT either (a) sold or (b) placed with an End User into the field on a Lease-Participation Basis, IGT will pay to PGIC royalty payments equal to […***…] of the license fees collected by IGT, up to […***…]. […***…].

5.3 Reporting . IGT will provide PGIC with a quarterly report containing a calculation of royalties due under Section 5.2 of this Agreement for royalty activity during the previous quarter indicating the total number of Devices subject to royalty payments under Section 5.2. Such report will be provided within thirty (30) days of the end of the IGT fiscal quarter during which license fees were collected by IGT.

5.4 Audit Rights . IGT will maintain accurate records with respect to all amounts paid or payable by IGT to PGIC under Section 5.2 up to 3 years after the last payment made. PGIC may, upon no less than thirty (30) days’ prior written notice to IGT and not more than once each twelve-month period, itself inspect, or cause an independent person or persons chosen by one Party and acceptable to the other Party to inspect, during normal business hours, the records of IGT reasonably related to the calculation of such amounts. The costs of such inspection will be borne by PGIC; provided, however, that in the event such audit reveals a deficiency greater than five percent (5%) for any annual period, such costs shall be borne by IGT. Any deficiency discovered during such audit shall become immediately due and payable to PGIC.

5.5 Payment Terms . IGT will pay to PGIC the fees set forth in Section 5.2 of this Agreement within thirty (30) days of the end of the IGT fiscal quarter during which such Devices were either (a) sold or (b) placed with an End User into the field on a Lease-Participation Basis.

5.6 Failure to Pay . Any amounts not paid when due will accrue interest at the rate of […***…] per month. In no event will IGT’s delay in paying or failure to pay the fees set forth in Section 5.2 affect IGT’s ownership of the Assigned Intellectual Property.

ARTICLE 6

Royalties and Maximum Payments

6.1 Royalties Paid by PGIC. For each Device sold, leased, or placed by PGIC after the Effective Date that makes use of or incorporates the Casinolink ^® Jackpot System, PGIC will pay IGT a royalty equal to […***…] of the Application Fees.

6.2 Royalty Caps. […***…] paid by PGIC to IGT under Section 6.1 will be capped at […***…]. Royalties paid in 2012 and thereafter will not be capped.

6.3 Revenue Share for Existing Wide Area Installations. Beginning immediately upon the Effective Date, PGIC agrees that it will pay IGT a royalty equal to […***…] of Application Fees charged by PGIC for the Existing Wide Area Installations.

6.4 Determination of Application Fees. PGIC agrees and warrants that it will not apportion any fees charged by PGIC to End Users to avoid its royalty obligations under this Agreement. Should the installation fees for CJS charged by PGIC that are Application Fees be less than […***…] of the total installation fees charged by PGIC, PGIC will notify IGT and establish to IGT’s satisfaction that Application Fees charged by PGIC are appropriate.

6.5 Reporting . PGIC will provide IGT with a quarterly report containing a calculation of royalties accrued under this Agreement during the previous quarter and indicating the total number of Devices subject to royalties under this Agreement that have been sold by PGIC or placed with an End User by PGIC on a Lease-Participation Basis. Such report will show all fees charged by PGIC for each Device during the royalty period in addition to showing the fees for each Device that are Applicable Fees as well as any information deemed necessary by IGT to support the computation of royalties owed to IGT. Such report will be provided within thirty (30) days of the end of the PGIC fiscal quarter during which such royalties accrued.

6.6 Audit Rights . PGIC will maintain accurate records with respect to all amounts paid or payable by PGIC to IGT hereunder up to 3 years after the last payment made. IGT may, upon no less than thirty (30) days’ prior written notice to PGIC and not more than once each twelve-month period, itself inspect, or cause an independent person or persons chosen by one Party and acceptable to the other Party to inspect, during normal business hours, the records of PGIC deemed by IGT to be reasonably related to the identification and calculation of such amounts. The costs of such inspection will be borne by IGT; provided, however, that in the event such audit reveals a deficiency greater than five percent (5%) for any annual period, such costs shall be borne by PGIC. Any deficiency discovered during such audit shall become immediately due and payable to IGT.

6.7 Payment Terms . PGIC will pay to IGT the royalties set forth in this Agreement within thirty (30) days of the end of the PGIC fiscal quarter during which such Devices were either (a) sold or (b) placed into the field on a Lease-Participation Basis.

6.8 Failure to Pay. Any royalties not paid when due will accrue interest at the rate of 1.5% per month. Except for the license granted for Assigned Intellectual Property necessary for CEE as set forth in Section 4.1, if PGIC fails to make complete payments for two consecutive quarters, IGT will have the right at its option to terminate the licenses granted to PGIC under Article 4 of this Agreement.

ARTICLE 7

Confidentiality

7.1 Confidentiality Obligation. Each Party will, and will cause each of its Representatives to (a) hold all information relating to the business of the other Party disclosed to it by reason of this Agreement confidential; (b) not use any such information except as necessary to perform its obligations and exercise its rights under this Agreement; and (c) not disclose any of such information to any third party unless required by law or otherwise legally compelled to disclose such information; provided, however, that to the extent that either Party may become so legally compelled, such Party may disclose such information only if it will first have used reasonable

efforts to obtain, and, if practicable, will have afforded the other Party the opportunity to obtain, an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed.

7.2 Exceptions to Confidentiality. The Party who received such confidential information will not be required to keep confidential any information that (a) was, at the time of disclosure to it, in the public domain; (b) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving Party; (c) was received after disclosure to it from a third Party who had a lawful right to disclose such information or materials to it; (d) was required by law to be disclosed to any regulatory body having jurisdiction over the receiving Party or any of its respective affiliates, sublicensees or customers; (e) that disclosure is necessary by reason of applicable legal, accounting or regulatory requirements beyond the reasonable control of the receiving Party; or (f) is subsequently developed by the receiving Party independently of the information received from the disclosing Party, as evidenced by written documentation.

7.3 Certain Disclosures. In the case of any disclosure pursuant to Section 7.2(d) or (e), to the extent practical, the receiving Party will notify the disclosing Party in advance of the required disclosure and will use commercially reasonable efforts to assist the disclosing Party in obtaining a protective order, if available, covering such disclosure. If such a protective order is obtained, such information and materials will continue to be deemed to be confidential information. In no event shall the information disclosed pursuant to Section 7.2(d) or (e) of this Agreement exceed that which is required by such legal, accounting or regulatory requirement, as applicable.

7.4 Terms of Agreement. PGIC agrees that this Agreement and its provisions will remain confidential, protected as confidential information as per the above provisions of this Article 7, and will only be distributed to those persons within PGIC that have a need to know, subject to any disclosure required by law or regulation to the Securities and Exchange Commission ("SEC"), Department of Justice or any court or tribunal of competent jurisdiction. Notwithstanding the foregoing, PGIC will have the right to disclose the terms of this Agreement to its attorneys, accountants, actual and potential sources of financing, and potential acquirers, under appropriate non-disclosure agreements or duties.

ARTICLE 8

Representations and Warranties

8.1 General Representations and Warranties. Each Party represents and warrants to the other as follows: (a) it is a valid and existing corporation and in good standing under the laws of the state of its incorporation; (b) it has the power and authority required to carry on its activities as they are now conducted; (c) it has the has full legal right and corporate power, without the consent of any other person to execute, deliver and to perform its obligations under this Agreement; (d) all corporate and other actions required to be taken by it to authorize the execution, delivery and performance of this Agreement and all transactions contemplated hereby have been duly and properly taken; (e) no consent, approval, authorization or filing of any certificate, notice application, report or other document with any governmental authority is required on the part of such Party in connection with the valid execution and delivery of this Agreement or the performance by such Party of any of its obligations hereunder; (f) the execution, delivery and performance of this Agreement do not violate or conflict with any law applicable to it, any provision of its charter or bylaws, any order or judgment of any court or other agency of government applicable to it or any of its assets, or any contractual restriction

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binding on or affecting it or any of its assets; and (g) the execution, delivery and performance of this Agreement has been duly and validly authorized by each Party, and upon execution and delivery, this Agreement constitutes the valid and binding agreement of each Party enforceable against it in accordance with its terms.

8.2 PGIC represents, warrants and covenants to IGT as follows :

8.2.1 Ownership. PGIC is the exclusive owner of all right, title and interest in and to (free and clear of all liens, claims or encumbrances) all of the Assigned Intellectual Property and has the exclusive rights to use, sell, license, assign, transfer, convey, dispose of, or otherwise commercially exploit the Assigned Intellectual Property.

8.2.2 Status of Assigned Intellectual Property. The Assigned Intellectual Property is in compliance with all legal requirements. All necessary marking requirements have been complied with and all necessary procedures and agreements required for any trade secrets that are part of the Assigned Intellectual Property have been established and executed. All registration, maintenance and renewal fees in connection with the Assigned Intellectual Property has been paid and all necessary documents and certificates in connection with the Assigned Intellectual Property have been filed with the relevant authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of perfecting, prosecuting and maintaining the Assigned Intellectual Property. Except as set forth on Schedule 8.2.2, there are no actions that are required to be taken by PGIC or IGT within one hundred eighty (180) days of the date hereof with respect to maintaining or renewing the Assigned Intellectual Property.

8.2.3 Claims. As of the Effective Date, PGIC has not received any threat, demand or notice of claim from any person asserting that any of the Assigned Intellectual Property that the use of the Assigned Intellectual Property or the exercise of any rights granted under this Agreement would constitute any infringement, interference, violation, misappropriation, breach or wrongful use of the intellectual property rights of any other person, and PGIC is not a party to any proceeding, suit, action or order restricting in any manner the use, transfer, or licensing by PGIC of any of the Assigned Intellectual Property, or which affects or which could be reasonably understood to potentially affect the validity, use or enforceability of the Assigned Intellectual Property by PGIC.

8.2.4 Assignments. To the extent that any of the Assigned Intellectual Property has been developed or created by an employee, independent contractor or other third party, PGIC has entered into a written assignment agreement with such employee, independent contractor or third party or has otherwise secured the rights necessary to irrevocably grant exclusive ownership of all rights in and to such Assigned Intellectual Property to PGIC.

8.2.5 No Other Similar Systems. The Casinolink ^® Jackpot System is the only server-based system owned, controlled, sold or leased by PGIC that provides, Mystery, or Progressive functionality for Electronic Gaming Machines. […***…]

8.2.6 Stand Alone Module. The Casinolink ^® Jackpot System can be used as a stand alone program or as a module of the Casinolink ^® Enterprise Edition.

8.2.7 Gaming Licenses, Registrations and Permits. As of the Effective Date, PGIC holds gaming licenses, registrations and/or permits from the gaming regulatory authorities listed on Schedule 8.2.7 (the " PGIC Gaming Licenses " ) . So long as this Agreement remains in full force and effect, unless otherwise agreed in writing by IGT, PGIC shall take all steps necessary to maintain all of the PGIC Gaming Licenses as effective and in good standing with each respective gaming regulatory jurisdiction. Furthermore, PGIC agrees to fully cooperate with IGT in applying for and pursuing licensure in those gaming regulatory jurisdictions: (i) where IGT wishes to conduct the business contemplated by this Agreement, (ii) where PGIC does not currently hold a gaming license, registration and/or permit, and (iii) where gaming licensure of PGIC is reasonably necessary to allow IGT to conduct the business contemplated by this Agreement.

8.2.8 Existing Customers. All of the customers listed in Schedule 4.2.2 as Existing Wide Area Installations either (i) have product placed by PGIC as of the Effective Date; or (ii) have a signed contract as of the Effective Date obligating PGIC to place product.

ARTICLE 9

Indemnification

9.1 Indemnification Obligations. Each Party (the " Indemnifying Party ") will indemnify, defend and hold the other Party and its officers, directors, employees and agents (the " Indemnified Party ") harmless from any and all damages, penalties, fines, costs and expenses arising from any third party claims, threats, proceedings, suits, or regulatory or governmental actions or sanctions (" Third Party Claims ") to the extent such Third Party Claims arise from or relate to the Indemnifying Party’s breach of any representation, warranty or covenant hereunder.

9.2 Indemnification Procedures. Upon receiving notice of any Third Party Claim covered by Section 9.1, the Indemnified Party will notify the Indemnifying Party promptly; provided, however, that the right of indemnification hereunder will not be adversely affected by a failure to give such notice, unless and only to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party may assume control of the defense of any such claim, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any losses resulting from such claim, and (b)&