Common use of Intellectual Property Rights and Licenses Clause in Contracts

Intellectual Property Rights and Licenses. Except as disclosed in the SEC Reports, (a) the Company and its subsidiaries own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the business that the failure to own or have the right to use such items would have a Material Adverse Effect (“Intangible Rights”), (b) neither the Company nor any of its subsidiaries has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, (c) all payments have been duly made that are necessary to maintain the Intangible Rights in force, (d) no claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, (e) the Company and its subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor its subsidiaries is or has been in material breach of any such license or other permission in a manner that would be reasonably expected to have a Material Adverse Effect.

Intellectual Property Rights and Licenses. Except as disclosed in the SEC ReportsCompany’s Publicly Available Information, (a) the Company and its subsidiaries own owns or have the right possesses adequate rights or licenses to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, service marks, trade names, domain names, software, formulae, methods, processes and other intangible properties (“Intangible Rights”) that are of a such nature and significance to the its business that the failure to own or have the right to use or derivatize such items individually or in the aggregate would have a Material Adverse Effect (“Intangible Rights”), (b) neither the Effect. The Company nor any of its subsidiaries has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rightsothers, and, to the Company’s knowledge, and neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses is infringing or has infringed upon any intellectual property rights of others others. Except as disclosed in a manner that would be reasonably expected to have a Material Adverse Effectthe Company’s Publicly Available Information, (c) all payments have been duly made that are necessary to maintain the Intangible Rights in force. Except as disclosed in the Company’s Publicly Available Information, (d) no claims have been made, made and to the Company’s knowledge, no claims are threatened, that oppose or challenge the validity validity, scope or scope of title to any material Intangible Right of the Company. The Company or any and each of its subsidiaries, (e) the Company and its subsidiaries Subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected them or are otherwise reasonably anticipated to be conducted, and neither the Company nor and each of its subsidiaries is or has Subsidiaries are not, have not been and do not anticipate being in material breach of any such license or other permission in a manner that would be reasonably expected to have a Material Adverse Effectpermission.

Intellectual Property Rights and Licenses. Except as disclosed in the SEC Reports, (a) the The Company and its subsidiaries own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade namestradenames, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the necessary or customarily used by them in their business that the failure to own or have the right to use such items would have a Material Adverse Effect (“"Intangible Rights”"), . The Company (bincluding its subsidiaries) neither the Company nor any of its subsidiaries has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s 's and its subsidiaries' knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ 's businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, (c) all others. All payments have been duly made that are necessary to maintain the Intangible Rights in force, (d) no . No claims have been made, and to the Company’s 's and its subsidiaries knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, (e) the . The Company and each of its subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor any of its subsidiaries is or has been in material breach of any such license or other permission permission. The Company and each of its subsidiaries have obtained and maintained all necessary agreements providing for assignment to them of all patentable inventions made by and copyright interest in a manner that would be reasonably expected works created by non-employees and employees for the Company and its subsidiaries. The Company and each of its subsidiaries have used all commercially reasonable efforts to maintain the confidentiality of all trade secrets and other confidential information owned by them or in their possession and have a Material Adverse Effectno knowledge of any misappropriation of any such trade secrets or other confidential information by any third party.

Intellectual Property Rights and Licenses. Except as disclosed in the SEC Reports, (ai) the The Company and its subsidiaries own the Subsidiaries own, license or otherwise have the right to use any and all informationintellectual property, knowincluding but not limited to inventions, patents, patent applications, rights to file for patent applications (including but not limited to continuations, continuations-howin-part, divisional and reissues), trademarks, logos, service marks, trade names and service names (in each case whether or not registered) and applications for and the right to file applications for registration thereof, trade dress, Internet domain names, copyrights (whether or not registered) and applications for and the right to file applications for registration thereof, moral rights, mask work rights, mask work registrations and applications therefor, licenses, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the business that the failure to own or have the right to use such items would have a Material Adverse Effect (“Intangible Rights”), . (bii) neither The Company (including the Company nor any of its subsidiaries Subsidiaries) has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to . (iii) To the knowledge of the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses business is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effectothers, nor will the use of the Intangible Rights for the business as currently conducted infringe upon any intellectual property rights of others. (civ) all All payments have been duly made that are necessary to maintain the Intangible Rights in force, (d) no . No claims have been made, and and, to the knowledge of the Company’s knowledge, no claims are threatenedthreatened against the Company, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiariesthe Subsidiaries. No rights to Intangible Rights have been lost or, (e) to the knowledge of the Company, are in jeopardy of being lost through failure to act by the Company or the Subsidiaries. (v) The Company and its subsidiaries each of the Subsidiaries have taken reasonable all reasonably necessary steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor any of its subsidiaries Subsidiaries is or has been in material breach of any such license or other permission permission. (vi) To the knowledge of the Company, none of the Company’s (including the Subsidiaries’) products or technology has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the rights of any Person with regard to any Intangible Rights owned by, licensed to or otherwise used by the Company or the Subsidiaries. To the knowledge of the Company, none of the open source or third party code contained, incorporated into, bundled with or used by the Company’s (including the Subsidiaries’) products or technology has infringed upon or otherwise violated, or is infringing upon or otherwise violating, or due to the business as currently conducted will infringe upon or otherwise violate, the rights of any Person with regard to any Intangible Rights owned by, licensed to or otherwise used by the Company or the Subsidiaries. (vii) To the knowledge of the Company, no Person has materially infringed, used without authorization or misappropriated any right of the Company with respect to the Intangible Rights owned by, licensed to or otherwise used by the Company or the Subsidiaries. (viii) To the extent that ownership does not vest in the Company (including the Subsidiaries) by operation of law, each third party service provider, employee or contractor of the Company or the Subsidiaries has waived all ownership rights, except as set forth on Schedule 3.1(o)(viii), or have assigned or otherwise transferred to the Company or the Subsidiaries all ownership and other rights of any nature whatsoever of such Person in any Intangible Rights of the Company (including the Subsidiaries) and, to the knowledge of the Company, no third party service provider, employee or contractor has a manner valid claim against the Company or the Subsidiaries in connection with the involvement of such Persons in the conception and development of any technology, computer software or other Intangible Rights of the Company (including the Subsidiaries), and the Company has received no notice that would be reasonably expected any such claim has been asserted or threatened. (ix) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby (alone or in combination with any other event) and the compliance with the provisions hereof and thereof do not and will not conflict with, or result in any material violation or material breach of, or material default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any Intangible Rights or obligation set forth in any contract to which the Company or the Subsidiaries are a party, or to a loss of a material benefit related thereto, or result in the creation of any lien in or upon, any Intangible Rights related thereto, or give rise to any increased, additional, accelerated or guaranteed rights, entitlements, licenses or liens relating to Intangible Rights. (x) All software (other than generally available software (such as Word and Excel) that is either: (i) marketed to customers of the Company or the Subsidiaries as a program or as part of a product or (ii) is used by the Company or Subsidiaries to support its business; (a) is owned by the Company or the Subsidiaries or the Company or the Subsidiaries have the right to use such software; and (b) is free from any interest of any third party service provider, employee or contractor of the Company or the Subsidiaries. (xi) None of the source code in any products, technology or other trade secrets of the Company or the Subsidiaries to the Company’s business have been published or intentionally disclosed by the Company or the Subsidiaries or, to the knowledge of the Company, by any other Person to any Person, except pursuant to licenses or contracts requiring such other Persons to keep such trade secrets confidential. (xii) Neither the Company nor the Subsidiaries are, and to the knowledge of the Company, no other party to any licensing, distributorship or other similar arrangement with the Company or the Subsidiaries relating to the Intangible Rights is, in material breach of or material default (with or without notice or lapse of time, or both) under its obligations under such arrangements. The Company and the Subsidiaries have implemented and maintain in effect reasonable security measures, consistent with general industry practices, with respect to third party source code or other third party intellectual property. If the terms of any such licensing arrangement require that customers of the Company or the Subsidiaries enter into license or sublicense agreements with the Company, the Subsidiaries or the applicable licensor, then the Company or the Subsidiaries have procured or taken reasonable steps to procure all such licenses or sublicenses from its customers. (xiii) There is no outstanding Governmental Order relating to the Intangible Rights by which the Company or the Subsidiaries are bound. (xiv) Neither the Company nor the Subsidiaries have assigned, sold, exclusively licensed or otherwise transferred ownership of Intangible Rights currently used in the conduct of its business to any entity or Person, other than to the Company or the Subsidiaries, including any patent, patent application, trademark, trademark application, service xxxx, mask work, copyright or application therefor or trade secret to any Person, other than to the Company or the Subsidiaries. (xv) No licenses or rights have been granted by the Company, the Subsidiaries, or to the knowledge of the Company, any third party service provider, employee or contractor or other person, to distribute the source code of, or to use the source code to create derivative works of, any product currently marketed by, commercially available from or under development by the Company or the Subsidiaries or a Material Adverse Effectthird party, employee or contractor. (xvi) With respect to the Company’s current commercial products and those products presently in development and planned for commercialization, including but not limited to the MassARRAY® Compact System, the MassARRAY® System and current non-invasive prenatal diagnostic products being developed and iPLEX™ product improvements and developments, no: (a) ownership rights (whether joint ownership or otherwise); or (b) exclusive license rights; or (c) non-exclusive license rights with sublicense rights wherein such sublicense rights neither require prior consent of the Company nor require a royalty payment to the Company; have been granted by the Company or the Subsidiaries to Intangible Rights with respect to such products. With respect to the Company’s material research and development activities and except as captured in the preceding sentence, no ownership (whether joint ownership or otherwise) or license rights with sublicense rights wherein such sublicense rights neither require prior consent of the Company nor require a royalty payment to the Company, have been granted by the Company or the Subsidiaries to Intangible Rights developed in connection with any agreements the Company or the Subsidiaries have executed in relation to the funding or participation in research and development, including without limitation, such agreements with universities or private foundations.

Intellectual Property Rights and Licenses. Except as disclosed in the SEC Reports, (a) the The Company and its subsidiaries own owns or have the right possesses adequate licenses to use use, any and all (i) information, (ii) know-how, trade secrets, (iii) United States and foreign patents, copyrights, trademarks, service marks and trade names, and (iv) domain names, software, formulae, methods, processes and other intangible properties properties, in each case that are of a such nature and significance to the business that the failure to own or have the right to use such items individually or in the aggregate would have a Material Adverse Effect (“Intangible Rights”), . (b) neither the The Company nor any of its subsidiaries has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, others. (c) all All payments have been duly made that are necessary to maintain the Intangible Rights in force, . (d) no claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, (e) the The Company and each of its subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor and each of its subsidiaries is are not or has have not been in material breach of any such license or other permission in a manner permission. (e) no third parties have obtained rights to any such Intangible Rights that would hinder the Company’s use of such Intangible Rights; (f) to the Company’s knowledge, other than as described on the Company Disclosure Schedule, there is no infringement or misappropriation by third parties of any such Intangible Rights; (g) 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 Intangible Rights, and the Company is unaware of any facts which would form a basis for any such claim; (h) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability, or scope of any such Intangible Rights, and the Company is unaware of any facts which would form a basis for any such claim; (i) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that any of the Company’s products, product candidates, or services infringes, misappropriates, or otherwise violates, or would infringe upon, misappropriate or otherwise violate any patent, trademark, copyright, trade secret or other proprietary right of others, and the Company is unaware of any facts which would form a basis for any such claim; (j) to the Company’s knowledge there is no patent, or patent application that is likely to issue, that contains claims that cover or may cover any Intangible Rights described in SEC Reports as being necessary for the conduct of their business as currently or contemplated to be conducted or that interferes with the issued or pending claims of any such Intangible Rights; (k) there is no prior art or public or commercial activity of which the Company is aware that is reasonably expected anticipated to render any patent held by the Company invalid or any patent application held by the Company unpatentable, which has not been disclosed to the U.S. Patent and Trademark Office; and (l) the Company has not committed any act or omitted to undertake any act the effect of such commission or omission would render the Intangible Rights invalid or unenforceable in whole or in part. To the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of the rights of any Person or third party. The Company knows of no infringement or misappropriation by others of the Intangible Rights, except such infringement or misappropriation which would not have a Material Adverse Effect.

Intellectual Property Rights and Licenses. Except as disclosed in the SEC Reports, (a) the The Company and its subsidiaries own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the necessary or customarily used by them in their business that the failure to own or have the right to use such items would have a Material Adverse Effect (“Intangible Rights”), . The Company (bincluding its subsidiaries) neither the Company nor any of its subsidiaries has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, (c) all others. All payments have been duly made that are necessary to maintain the Intangible Rights in force, (d) no . No claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, (e) the . The Company and each of its subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor any of its subsidiaries is or has been in material breach of any such license or other permission permission. The Company has obtained and maintained such agreements providing for assignment of all patentable inventions made by and copyright interest in a manner that would be works created by employees and non-employees as it reasonably expected believes is necessary for the securing and maintenance by the Company of intellectual property rights with respect to such inventions and interest and for the conduct of its business. The Company and each of its subsidiaries have a Material Adverse Effectused all commercially reasonable efforts to maintain the confidentiality of all trade secrets and other confidential information owned by them or in their possession and have no knowledge of any misappropriation of any such trade secrets or other confidential information by any third party.

Intellectual Property Rights and Licenses. Except as disclosed in the Disclosure Statement and the SEC ReportsFilings, (a) the Company and its subsidiaries own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the business that the failure to own or have the right to use such items would have a Material Adverse Effect (“Intangible Rights”), ; (b) neither the Company nor any of its subsidiaries has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, ; (c) all payments have been duly made that are necessary to maintain the Intangible Rights in force, ; (d) no claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, ; (e) the Company and its subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor its subsidiaries is or has been in material breach of any such license or other permission in a manner that would be reasonably expected to have a Material Adverse Effect.

Intellectual Property Rights and Licenses. Except as disclosed in the SEC ReportsFilings, (a) the Company and its subsidiaries own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the business that the failure to own or have the right to use such items would have a Material Adverse Effect (“Intangible Rights”), (b) neither the Company nor any of its subsidiaries has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, (c) all payments have been duly made that are necessary to maintain the Intangible Rights in force, (d) no claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, (e) the Company and its subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor its subsidiaries is or has been in material breach of any such license or other permission in a manner that would be reasonably expected to have a Material Adverse Effect.

Intellectual Property Rights and Licenses. Except as disclosed in the SEC Reports, (ai) the Company and its subsidiaries own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the business that the failure to own or have the right to use such items would have a Material Adverse Effect (“Intangible Rights”), (bii) neither the Company nor any of its subsidiaries has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, (ciii) all payments have been duly made that are necessary to maintain the Intangible Rights in force, (div) no claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, and (ev) the Company and its subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor its subsidiaries is or has been in material breach of any such license or other permission in a manner that would be reasonably expected to have a Material Adverse Effect.

Intellectual Property Rights and Licenses. Except as disclosed in None of the SEC ReportsFosun Companies holds any Patent or has licensed any Patent from any other Person. Notwithstanding the foregoing, (a) the Company and its subsidiaries Fosun Companies own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are of such a such nature and significance to the business that the failure to own or have the right to use such items would have a Material Adverse Effect (“Intangible Intellectual Property Rights”), (b) neither . None of the Company nor any of its subsidiaries Fosun Companies has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Intellectual Property Rights, and, to the CompanySeller’s knowledge, neither the use of the Intangible Intellectual Property Rights nor the operation of the Company’s and its subsidiaries’ businesses of the Fosun Companies is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected others. None of the Intellectual Property Rights is subject to have a Material Adverse Effectany legal or equitable charge, (c) all mortgage, Encumbrance, right, interest or claim by any Person. All payments have been duly made that are necessary to maintain the Intangible Intellectual Property Rights in force, (d) no . No claims have been made, and to the CompanySeller’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right Intellectual Property Rights of the Company or Fosun Companies; and there is no pending or, to Seller’s knowledge, threatened opposition to any such Patent. Each of its subsidiaries, (e) the Company and its subsidiaries have Fosun Companies has taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Intellectual Property Rights of third parties necessary to conduct their its businesses as heretofore conducted by themit, and now being conducted by themit, and as expected to be conducted, and neither none of the Company nor its subsidiaries Fosun Companies is or has been in material breach of any such license or other permission in a manner that would be reasonably expected to have a Material Adverse Effectpermission.

Intellectual Property Rights and Licenses. Except as set forth on Schedule C(19), and except as disclosed in the SEC Reports, (a) the Company and its subsidiaries own Subsidiaries owns or have the right possesses adequate licenses to use use, any and all information, know-how, trade secrets, patents, copyrights, trademarks, service marks, trade names, domain names, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the business that of the failure to own or have the right to use such items would have a Material Adverse Effect Company and its Subsidiaries (“Intangible Rights”). Except as disclosed in the SEC Reports, (b) neither the Company nor any of its subsidiaries has Subsidiaries have received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and or any of its subsidiaries’ Subsidiary’s businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, (c) all others. All payments have been duly made that are necessary to maintain the Intangible Rights in force, (d) no . No claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, (e) the Subsidiaries. The Company and each of its subsidiaries Subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor and each of its subsidiaries is Subsidiaries are not or has have not been in material breach of any such license or other permission in a manner that would be reasonably expected to have a Material Adverse Effectpermission.

Intellectual Property Rights and Licenses. Except as disclosed in the SEC ReportsFilings, (a) the Company and its subsidiaries own or have has the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the business that the failure to own or have the right to use such items would have a Material Adverse Effect (“Intangible Rights”). Except as disclosed in the SEC Filings, (b) neither the Company nor any of its subsidiaries has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, (c) all . All payments have been duly made that are necessary to maintain the Intangible Rights in force. Except as disclosed in the SEC Filings, (d) no claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, (e) the . The Company and its subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor its subsidiaries is or has been in material breach of any such license or other permission in a manner that would be reasonably expected to have a Material Adverse Effectpermission.

Intellectual Property Rights and Licenses. Except as disclosed in the Disclosure Statement and the SEC ReportsFilings, (a) the Company and its subsidiaries own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the business that the failure to own or have the right to use such items would have a Material Adverse Effect (“Intangible Rights”), (b) neither the Company nor any of its subsidiaries has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, (c) all payments have been duly made that are necessary to maintain the Intangible Rights in force, (d) no claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, (e) the Company and its subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor its subsidiaries is or has been in material breach of any such license or other permission in a manner that would be reasonably expected to have a Material Adverse Effect.