Common use of Intellectual Property; Data Privacy Clause in Contracts

Intellectual Property; Data Privacy. (a) Section 3.8(a) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement, of all Company Registered IP and identifies (i) the name of the owner(s), (ii) the jurisdiction of application/registration, (iii) the application, Patent or registration number and (iv) the application or registration date, as applicable, for each item of Company Registered IP. Each of the Patents and Patent applications, which are owned or purported to be owned by the Company or one of its Subsidiaries and included in the Company Registered IP, properly identifies by name each and every inventor of the inventions claimed therein as determined in accordance with applicable Legal Requirements of the United States of America and any applicable foreign jurisdiction. All Company Registered IP owned or purported to be owned, in whole or in part, by the Company (the “Owned Company Registered IP”), is subsisting and, to the knowledge of the Company, valid, enforceable, and in full force and effect. With respect to the Owned Company Registered IP, all other Company Registered IP for which the Company has responsibility for prosecution and maintenance activities, and, to the knowledge of the Company, all other Company Registered IP, all necessary registration, maintenance, renewal and other relevant filing fees due through the Closing Date have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent, Trademark, Copyright, Internet domain name or other authorities in the United States of America or the applicable foreign jurisdiction, as the case may be, for the purpose of maintaining such Company Registered IP in full force and effect. As of the date of this Agreement, no interference, opposition, reissue, reexamination or other proceeding of any nature (other than pre-issuance patent prosecution activities being conducted before a Governmental Body in the ordinary course of business) is pending or, to the knowledge of the Company, threatened, in which the use, scope, validity, enforceability or ownership of any Company Registered IP is being or has been contested or challenged. The Company and its Subsidiaries have complied with all Legal Requirements regarding the duty of disclosure, candor and good faith in connection with each Patent included in the Owned Company Registered IP and all other Company Registered IP for which the Company has responsibility for prosecution and maintenance activities.

Intellectual Property; Data Privacy. (a) Section 3.8(a) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement, of all Company Registered IP and identifies (i) the name of the owner(s), (ii) the jurisdiction of application/registration, (iii) the application, Patent or registration number and (iv) the application or registration date, as applicable, for each item of Company Registered IP. Each of the Patents and Patent applications, which are owned or purported to be owned by the Company or one of its Subsidiaries and included in the Company Registered IP, properly identifies by name each and every inventor of the inventions claimed therein as determined in accordance with applicable Legal Requirements of the United States of America and any and, to the knowledge of the Company, the applicable foreign jurisdiction. All Company Registered IP owned or purported to be owned, in whole or in part, by the Company (the “Owned Company Registered IP”), is subsisting and, to the knowledge of the Company, valid, enforceable, and in full force and effect. With respect to the Owned Company Registered IP, all other Company Registered IP for which the Company has responsibility for prosecution and maintenance activities, and, to the knowledge of the Company, all other Company Registered IP, all necessary registration, maintenance, renewal and other relevant filing fees due through the Closing Date have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent, Trademark, Copyright, Internet domain name or other authorities in the United States of America or the applicable foreign jurisdiction, as the case may be, for the purpose of maintaining such Company Registered IP in full force and effecteffect and, except as set forth on Section 3.8(a) of the Company Disclosure Schedule, there are no such filings, payments or other actions that must be made or taken on or before the three-month anniversary of the Closing Date. As of the date of this Agreement, no interference, opposition, reissue, reexamination or other proceeding of any nature (other than pre-issuance patent prosecution activities being conducted before a Governmental Body in the ordinary course of business) is pending or, to the knowledge of the Company, threatened, in which the use, scope, validity, enforceability or ownership of any Company Registered IP is being or has been contested or challenged. The Company and its Subsidiaries have complied with all Legal Requirements regarding the duty of disclosure, candor and good faith in connection with each Patent included in the Owned Company Registered IP and all other Company Registered IP for which the Company has responsibility for prosecution and maintenance activities.

Intellectual Property; Data Privacy. The Company and its subsidiaries own, possess, license or have other rights to use, all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business in all material respects as now conducted or as proposed in the SEC Filings to be conducted. (a) Section 3.8(a) Except as described in the SEC filings, there are no rights of the Company Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement, of all Company Registered IP and identifies (i) the name of the owner(s), (ii) the jurisdiction of application/registration, (iii) the application, Patent or registration number and (iv) the application or registration date, as applicable, for each item of Company Registered IP. Each of the Patents and Patent applications, which are owned or purported third parties to be any such Intellectual Property owned by the Company and its subsidiaries, including no liens, security interests or one other encumbrances; (b) to the Company’s Knowledge, there is no infringement by third parties of its Subsidiaries and included any such Intellectual Property; (c) there is no pending, or to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and, to the Company’s Knowledge, the Company Registered IP, properly identifies is not aware of a factual basis for any such claim; (d) such Intellectual Property has not been adjudged by name each and every inventor a court of the inventions claimed therein as determined in accordance with applicable Legal Requirements of the United States of America and any applicable foreign jurisdiction. All Company Registered IP owned competent jurisdiction invalid or purported to be ownedunenforceable, in whole or in part, by the Company (the “Owned Company Registered IP”), e) there is subsisting and, to the knowledge of the Company, valid, enforceable, and in full force and effect. With respect to the Owned Company Registered IP, all other Company Registered IP for which the Company has responsibility for prosecution and maintenance activities, and, to the knowledge of the Company, all other Company Registered IP, all necessary registration, maintenance, renewal and other relevant filing fees due through the Closing Date have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent, Trademark, Copyright, Internet domain name or other authorities in the United States of America or the applicable foreign jurisdiction, as the case may be, for the purpose of maintaining such Company Registered IP in full force and effect. As of the date of this Agreement, no interference, opposition, reissue, reexamination or other proceeding of any nature (other than pre-issuance patent prosecution activities being conducted before a Governmental Body in the ordinary course of business) is pending or, to the knowledge Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, including interferences, oppositions, reexaminations or government proceedings, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (f) there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates, or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (g) each employee and consultant of the Company, threatened, Company has entered into an invention assignment agreement with the Company and no employee of the Company is in which the use, scope, validity, enforceability or ownership of any Company Registered IP is being or has been contested in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or challengedany restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (h) to the Company’s Knowledge, there is no patent or published patent application in the United States or other jurisdiction which contains valid claims that dominate any product candidate of the Company described in the SEC Filings; and (i) the Company is not aware of any prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company un-patentable which has not been disclosed to the U.S. Patent and Trademark Office and all such prior art has been disclosed to the patent office or other jurisdiction where required. The Company and its Subsidiaries have has complied in all material respects with all Legal Requirements regarding license agreements to which it is a party relating to the duty Intellectual Property and has not received any asserted or threatened claim of disclosure, candor breach of any of the same. The Company is presently and good faith in connection with each Patent included was in the Owned Company Registered IP past three (3) years in compliance in all material respects with all applicable U.S. or non-U.S. laws relating to privacy, data protection, or the collection and all other Company Registered IP use of personal information collected, used, or held for which use by the Company has responsibility for prosecution in the conduct of its business; and maintenance activitiesno claims have been asserted or, to the Company’s Knowledge, threatened in writing against the Company alleging a violation of any person’s privacy or personal information or data rights.

Intellectual Property; Data Privacy. (a) Section 3.8(a4.15(a) of the Company Disclosure Schedule sets forth a complete Schedules lists all registrations and correct listapplications for registration of Intellectual Property, as of the date of this Agreementall domain names, of and all Company Registered IP registered and identifies (i) the name of the owner(s), (ii) the jurisdiction of application/registration, (iii) the application, Patent or registration number and (iv) the application or registration date, as applicable, for each item of Company Registered IP. Each of the Patents and Patent applications, which are material Intellectual Property owned or purported to be owned by the Company or one of its Subsidiaries and included in Group (the Company Registered IPforegoing, properly identifies by name each and every inventor of the inventions claimed therein as determined in accordance together with applicable Legal Requirements of the United States of America and any applicable foreign jurisdiction. All Company Registered IP all Intellectual Property owned or purported to be owned, in whole or in part, owned by the Company Group, the “Owned Intellectual Property”). All Owned Intellectual Property that is registered with a Governmental Authority is subsisting and is valid and enforceable. The respective member of the Company Group solely and exclusively owns all right, title and interest in and to its Owned Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). The Company Group has the valid rights, pursuant to valid written agreements, to use all Intellectual Property licensed from third parties used in or necessary for the conduct of the operation of the Business in the manner conducted immediately prior to the Closing (the “Owned Company Registered IPLicensed Intellectual Property”). The Owned Intellectual Property and the Licensed Intellectual Property constitute all of the Intellectual Property used or practiced in, is subsisting and, held for use or practice in or necessary for the operation of the Business in the manner conducted immediately prior to the knowledge Closing Date. Neither the execution of this Agreement nor the consummation of the Company, valid, enforceable, and in full force and effect. With respect to transactions contemplated hereby will result in: (i) the Owned Company Registered IP, all other Company Registered IP for which loss or impairment of the Company has responsibility Group’s right to own or use any Intellectual Property, or (ii) the payment of any additional consideration for prosecution and maintenance activities, and, the Company Group’s right to the knowledge of the Company, all other Company Registered IP, all necessary registration, maintenance, renewal and other relevant filing own or use any Intellectual Property. All fees due through the Closing Date have been timely paid and all necessary documents required communications and certificates in connection therewith have been responses timely filed with the relevant Patent, Trademark, Copyright, Internet domain name regard to all Owned Intellectual Property subject to registration with a Governmental Authority or other authorities in registrar, and the United States Company Group and each of America or the applicable foreign jurisdiction, as the case may be, for the purpose of maintaining such Company Registered IP in full force and effect. As of the date of this Agreement, no interference, opposition, reissue, reexamination or other proceeding of any nature (other than pre-issuance patent prosecution activities being conducted before a Governmental Body in the ordinary course of business) is pending or, to the knowledge of the Company, threatened, in which the use, scope, validity, enforceability or ownership of any Company Registered IP is being or its Representatives has been contested or challenged. The Company and its Subsidiaries have complied with all Legal Requirements regarding the duty of candor and disclosure, candor and good faith have not made any material misrepresentations in connection with each Patent included in the Owned Company Registered IP and all other Company Registered IP for which the Company has responsibility for prosecution and maintenance activitiesof any Patents and Patent applications. No grants, funding, facilities, or personnel of any Governmental Authority or university, research institution or similar entity was used to develop or create (in whole or in part) any Owned Intellectual Property.

Intellectual Property; Data Privacy. (a) Section Part 3.8(a) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement, of all Company Registered IP IP, except for those Patents that are licensed by Company to Purchaser under that certain License Agreement by and between the Company and Genzyme Corporation, dated as of November 8, 2017 (“Purchaser Licensed Patents”). Except for the Purchaser Licensed Patents, Part 3.8(a) of the Company Disclosure Schedule identifies (i) the name of the owner(s)applicant/registrant, (ii) the jurisdiction of application/registration, (iii) the application, Patent or registration number and (iv) the application or registration date, as applicableany other co-owners, for each item of Company Registered IP. Each of the Patents and Patent applications, which are owned or purported to be owned by the Company or one of its Subsidiaries and included in the Company Registered IP, properly identifies by name each and every inventor of the inventions claimed therein as determined in accordance with applicable Legal Requirements of the United States of America and any and, to the knowledge of the Company, the applicable foreign jurisdiction. All Company Registered IP owned or purported to be owned, in whole or in part, by the Company (the “Owned Company Registered IP”), and to the knowledge of the Company, all Company Registered IP exclusively licensed to the Company is subsisting and, to the knowledge of the Company, valid, enforceable, and in full force and effect. With respect to the Owned Company Registered IPIP other than Purchaser Licensed Patents, all other Company Registered IP for which the Company has responsibility for prosecution and maintenance activities, and, to the knowledge of the Company, all other Company Registered IP, all necessary registration, maintenance, renewal and other relevant filing fees due through the Closing Date have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent, Trademark, Copyright, Internet domain name or other authorities in the United States of America or to Company’s knowledge, the applicable foreign jurisdiction, as the case may be, for the purpose of maintaining such Company Registered IP in full force and effect. As of the date of this Agreement, no interference, opposition, reissue, reexamination or other proceeding of any nature (other than pre-issuance patent prosecution activities being conducted before a Governmental Body in the ordinary course of business) is pending or, to the knowledge of the Company, threatened, in which the use, scope, validity, enforceability or ownership of any Company Registered IP is being or has been contested or challenged. The Company and its Subsidiaries have complied with all Legal Requirements regarding the duty of disclosure, candor and good faith in connection with each Patent included in the Owned Company Registered IP and all other Company Registered IP for which the Company has responsibility for prosecution and maintenance activitiesIP.