EFTA01381276

Form S-1 Table of Content& intellectual property laws, as well as nondisclosure and confidentiality agreements and other methods, to protect our trademarks, trade names, proprietary• information. technologies and processes. Our non-disclosure agreements and confidentiality agreements may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information, which could harm our competitive position. In addition, effective patent, copyright, trademark and trade secret protection may be unavailable or limited for some of our trademarks and patents in some foreign countries. We may need to engage in litigation or similar activities to enforce our intellectual property rights. to protect our trade secrets or to determine the validity and scope of proprietary rights of others. Any such litigation could require us to expend significant resources and divert the efforts and attention of our management and other personnel from our business operations. If we fail to protect our intellectual property, our business, financial condition and results of operations may be materially adversely affected. N•e may be subject to intellectual property infringement claims or other allegations, which could result in substantial damages and diversion of management's efforts and attention. We have obligations with respect to the non-use and non-disclosure of third-party intellectual property. The steps we take to prevent misappropriation, infringement or other violation of the intellectual property of others may not be successful. From time to time, third parties have asserted intellectual property infringement claims against us and our customers and may continue to do so in the future. While we believe that our products do not infringe in any material respect upon proprietary rights of other parties and/or that meritorious defenses would exist with respect to any assertions to the contrary, we may from time to time be found to infringe on the proprietary• rights of others. For example. patent applications in the United States and some foreign countries are generally not publicly disclosed until the patent is issued or published and we may not be aware of currently filed patent applications that relate to our products or processes. If patents later issue on these applications, we may be found liable for subsequent infringement. Any claims that our products or processes infringe these rights, regardless of their merit or resolution, could be costly and may divert the efforts and attention of our management and technical personnel. We may not prevail in such proceedings given the complex technical issues and inherent tmcertainties in intellectual property litigation. If such proceedings result in an adverse outcome, we could, among other things, be required to: pay substantial damages (potentially treble damages in the United States); • cease the manufacture, use or sale of the infringing products; • discontinue the use of the infringing processes; • expend significant resources to develop non-infringing processes: and • enter into licensing arrangcmcnts from the third party claiming infringement. which may not be available on commercially reasonable terms, or may not be available at all. If any of the foregoing occurs, our ability to compete could be affected or our business, financial condition and results of operations may be materially adversely affected. A failure of one o► more key information technology systems, networks, or processes may materially adversely affect our ability to conduct our business. The efficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage our sales and marketing. accounting and financial and legal and compliance functions, engineering and product development tasks, research and development data, communications, supply chain, order entry• and fulfillment and other business processes. The failure of our 29 http://new.sec.gov/Archive•ledgar/datat I 609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AMI CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080116 SDNY GM_00226300 EFTA01381276