Common use of Intellectual Property; Privacy Clause in Contracts

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each of the Company and its Subsidiaries owns, possesses, licenses or has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), free and clear of all Liens and third party rights, necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, possess, license or have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (i) there are no rights of third parties to any such Intellectual Property; (ii) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action by any Person challenging the Company’s and/or any Subsidiary’s rights in or to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company and its Subsidiaries comply in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information and any special categories of personal information regulated thereunder.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each of the The Company and its Subsidiaries ownsown, possessespossess, licenses license or has have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), free and clear of all Liens and third party rights, necessary for the conduct of their respective businesses as currently conducted, now conducted or as proposed to be conducted in the SEC Reports except where the failure to own, possess, license or have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected material to havethe Company and its Subsidiaries, either individually or in the aggregate, taken as a Material Adverse Effectwhole, (ia) there are no rights of third parties to any such Intellectual Property; (iib) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iiic) there is no pending or threatened Action by any Person challenging the Company’s and/or any Subsidiary’s and its Subsidiaries’ rights in or to any such Intellectual Property; (ivd) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (ve) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company and its Subsidiaries comply in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information and any special categories of personal information regulated thereunder.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r)(a) The Obligors are the sole and exclusive legal and beneficial (and to the extent applicable, each record) owners of all right, title and interest in and to all Product Intellectual Property that is owned or purported to be owned by the Company and its Subsidiaries owns, possesses, licenses or has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”)Obligors, free and clear of any Liens other than Permitted Liens. The Obligors own or have sufficient and valid rights to use and otherwise exploit all Liens and third party rights, necessary other Product Intellectual Property for the conduct Product Commercialization and Development Activities. Without limiting the foregoing, and except as set forth in Schedule 3.12(a): other than customary restrictions in in-bound licenses of their respective businesses Intellectual Property and non-disclosure Contracts or pursuant to Permitted Licensing Agreements, there are no judgments, covenants not to sue, grants, Liens (other than Permitted Liens), or other claims or Contracts relating to any Product Intellectual Property, in each case, which materially restrict any Obligor or any of its Subsidiaries with respect to the enforcement or other exploitation of any Product Intellectual Property for Product Commercialization and Development Activities; except as currently conducted, except where the failure to own, possess, license or have such rights has not had resulted in, and would not have or reasonably be expected to have a Material Adverse Effect. Except where such violationsresult in, misappropriationsany material liability or business disruption, infringements the operation and conduct of Product Commercialization and Development Activities by or unauthorized on behalf of any Obligor or any of its Subsidiaries, including their use would of their respective Product Intellectual Property, does not have infringe, misappropriate or reasonably be expected to haveotherwise violate, either individually or has not in the aggregatepast three (3) years infringed, a Material Adverse Effectmisappropriated or otherwise violated, any Intellectual Property Controlled of any other Person; (i1) there are no rights pending claims or any claims threatened in writing, against any Obligor or any of third parties its Subsidiaries asserted by any other Person relating to any such Product Intellectual Property; (ii) there is no , including any material claims alleging ownership, invalidity or unenforceability of any Product Intellectual Property, or infringement, misappropriation misappropriation, or unauthorized use by third parties other violations of any such Intellectual Property; (iii) there is no pending or threatened Action by any Person challenging the Company’s and/or any SubsidiaryPerson’s rights in or with respect to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Product Intellectual Property; and (v2) there is no pending or threatened Action by neither any Obligor nor any of its Subsidiaries has received any notice from any claim by, any Person that the Company and/or Product Development and Commercialization Activities of any Subsidiary infringesObligor or any of its Subsidiaries (including their use of Product Intellectual Property), infringes upon, misappropriates or otherwise violates violates, any Intellectual Property of any other Person. The Company Person in each case of clauses (1) and (2), that would reasonably be expected to result in a Material Adverse Effect; to the knowledge of any Obligor and its Subsidiaries, (1) no Product Intellectual Property is being infringed, misappropriated or violated by any other Person; (2) neither any Obligor nor any of its Subsidiaries comply in all material respects with all Laws with respect to the protection has put any other Person on notice of personal privacysuch actual or potential infringement, personally identifiable information, sensitive personal information and misappropriation or violation of any special categories of personal information regulated thereunder.such Product Intellectual Property,

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each of the The Company and its Subsidiaries ownssubsidiaries own or possess or can acquire on reasonable terms, possesses, licenses or has other adequate rights to use all foreign and domestic patentstrademarks, patent applications, trade and service marks, trade names and service xxxx registrations, brand names, trade names, copyrights, designs, other rights to inventions, trade secrets, technology, Internet domain names, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), patents, patent rights, licenses, copyrights, including applications for any of the foregoing, and other intellectual property (collectively, the “Intellectual Property”) necessary to conduct the business as presently conducted or as proposed to be conducted in the future as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (the “Company Intellectual Property”), free and clear of all Liens and third party rights, necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, possess, license or otherwise have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect. Except where such violationsas set forth in the Registration Statement, misappropriations, infringements the General Disclosure Package and the Prospectus or unauthorized use except as would not have or reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect, (i) there are no the Company and its subsidiaries own or possess the rights to use the Company Intellectual Property free and clear in all respects of third parties to any such Intellectual Propertyall adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement, misappropriation or unauthorized use other violation by third parties of any such Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or threatened Action claim by any Person third party challenging the Company’s and/or any Subsidiary’s or its subsidiaries rights in or to any such Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or threatened Action claim by any Person third party challenging the validity validity, scope or scope enforceability of any such Company Intellectual Property; and (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or threatened Action claim by any Person third party that the Company and/or or any Subsidiary of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company a third party, and its Subsidiaries comply in all material respects with all Laws with respect (vi) there is no pending or, to the protection Company’s knowledge, threatened action, suit, proceeding, investigation or claim by a third party that the Company or any subsidiary is in default of personal privacyany of its contractual commitments or in violation of any privacy policies or any law or regulation applicable to the Company relating to its collection, personally identifiable informationuse, sensitive personal information and storage, or disclosure of data from or about natural persons, computers, or other devices. For purposes of this Section 1(a)(xxiii), the term “knowledge” does not require Company to have performed any special categories of personal information regulated thereunderpatent or other intellectual property rights clearance searches.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each Each of the Company and its Subsidiaries owns, possesses, licenses or has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), free and clear of all Liens and third party rights, necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, possess, license or have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected material to havethe Company and its Subsidiaries, either individually or in the aggregate, taken as a Material Adverse Effectwhole, (i) there are no rights of third parties to any such Intellectual Property; (ii) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action by any Person challenging the Company’s and/or any Subsidiary’s rights in or to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company and its Subsidiaries comply in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information and any special categories of personal information regulated thereunder.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each of the The Company and its Subsidiaries ownsown, possessespossess, licenses license or has have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), free and clear of all Liens and third party rights, necessary for the conduct of their respective businesses as currently conducted, now conducted except where the failure to own, possess, license or have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected material to havethe Company and its Subsidiaries, either individually or in the aggregate, taken as a Material Adverse Effectwhole, (i) there are no rights of third parties to any such Intellectual Property; (ii) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action by any Person challenging the Company’s and/or any Subsidiary’s and its Subsidiaries’ rights in or to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company and its Subsidiaries comply in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information and any special categories of personal information regulated thereunder.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each of the Company and its Subsidiaries Bank owns, possesses, licenses or has other rights to use all material foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how knowhow and other intellectual property (collectively, the “Intellectual Property”), free and clear of all Liens Encumbrances and third party rights, necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, possess, license or have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected material to have, either individually or in the aggregate, a Material Adverse EffectBank, (i) there are no rights of third parties to any such Intellectual Property; (ii) to the Knowledge of Bank, there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending pending, or to the Knowledge of Bank, threatened Action by any Person challenging the Company’s and/or any SubsidiaryBank’s rights in or to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending pending, or to the Knowledge of Bank, threatened Action by any Person that the Company and/or any Subsidiary Bank infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company and its Subsidiaries comply Bank complies in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information and any special categories of personal information regulated thereunder.