Common use of Intellectual Property Rights Clause in Contracts

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them it or which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except ). Except as otherwise disclosed in the Prospectus, to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as exclusively licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. There Except as otherwise disclosed in the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”), and (ii) the Company owns, or which are has obtained valid and enforceable licenses for, or can acquire on reasonable terms, the Intellectual Property necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, the “Necessary Intellectual Property”) ), except to the extent that where the failure to own, possessfailure to possess a license to, license or otherwise hold adequate rights inability to use acquire any such Necessary Intellectual Property would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationEffect. To the Company's ’s knowledge: (iA) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more and except as disclosed in the Registration Statement, the Time of its subsidiariesSale Prospectus and the Prospectus; and (iiB) there is no infringement by third parties of any Company Intellectual PropertyProperty that would reasonably be expected to have a Material Adverse Effect. There Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A1) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (B2) challenging the validity, enforceability or scope of any granted and issued government-registered Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; or (C3) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product conducting its business as currently conducted or service as currently proposed to be conducted as described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under developmentProspectus, infringe or violate, any valid, unexpired and issued government-registered patent, trademark, trade name, service name, copyright, trade secret name or other proprietary rights copyright of others, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed. The Company and its subsidiaries have has complied or will comply in due time with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany, except where failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as currently under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. Except The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as otherwise disclosed currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, except as described in the Registration Statement or the Prospectus, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property as described in the Registration Statement and the Prospectus as being owned will involve or licensed by them give rise to any infringement of, or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct Change (A) to the knowledge of their respective businesses does not and will not infringethe Company, misappropriate there is no infringement, misappropriation or otherwise conflict in violation by third parties of any respect with any such of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of others except the Company in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change. To ; and (E) to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented or included in a patent application filed by the Company has been kept confidential, or disclosed in the ordinary course of business subject to a confidentiality agreement. The duty of candor and good faith as required Company is not a party to or bound by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in any options, licenses or agreements with respect to the Intellectual Property have been complied with; Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all foreign offices having similar requirements, all such requirements have been complied withmaterial respects the same description of the matters set forth in the preceding sentence. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s knowledge, any of their respective its officers, directors or employees employees, or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or ). Except as disclosed in the aggregateRegistration Statement, result in a Material Adverse Change. The conduct the Time of their respective businesses does not Sale Prospectus and will not infringethe Prospectus, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court granted to any third party any rights or licenses under the Intellectual Property other than non-exclusive licenses granted in the ordinary course of competent jurisdiction to be invalid or unenforceablebusiness. Except as disclosed in the Registration Statement, in whole or in part, the Time of Sale Prospectus and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationProspectus, there are no liens or security interests in the Intellectual Property. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property and the Company is unaware of the occurrence of any event that with notice or the passage of time would constitute infringement of any Intellectual Property; and (ii) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there is no infringement by the Company or its subsidiaries of any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others and the Company is unaware of the occurrence of any event that with notice or the passage of time would constitute infringement. There Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such effect. No Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary subsidiaries in violation of any contractual obligation obligations binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the any contractual rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or Company’s employees. Except as disclosed in the aggregateRegistration Statement, result in a Material Adverse Change. The the Time of Sale Prospectus and the Prospectus, the product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary. To the Company’s knowledge, (x) all patent applications and patents within the Intellectual Property have been diligently prosecuted and no person having a duty of candor to the United States Patent Office with respect to the prosecution of such patent applications and patents has breached such duty, and (y) there is no material defect in such prosecution that would preclude the issuance of patents with respect to such patent applications or that would render any such issued patents invalid or unenforceable.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own(i) MTI owns, or have obtained valid is licensed or otherwise possesses legally enforceable and enforceable licenses forsufficient rights to use the Intellectual Property Rights. Schedule 3.1(r)(i) lists all current and past (lapsed, the inventionsexpired, patent applications, abandoned or cancelled) patents, trademarks, trade names, service names, registered and material unregistered copyrights, trade secrets marks, service marks, trade names and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which any applications therefor that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that Fuel Cell Business and specifies the failure to own, possess, license or otherwise hold adequate rights to use jurisdictions in which each such Intellectual Property would not, individually Right has been issued or registered or in which an application for such issuance and registration has been filed, including the aggregate, result in a Material Adverse Changerespective registration or application numbers and the names of all registered owners. The conduct Schedule 3.1(r)(i) lists (1) any requests MTI has received to make any registration of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except the type referred to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregateimmediately preceding sentence, result in a Material Adverse Change. The Intellectual Property including the identity of the Company has not been adjudged by a court of competent jurisdiction requestor and the item requested to be invalid or unenforceable, in whole or in partso registered, and the Company jurisdiction for which such request has been made; (2) all licenses, sublicenses and other agreements (written or oral) as to which MTI is unaware of a party and pursuant to which any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights person is authorized to use any Intellectual PropertyProperty Right, except for customary reversionary rights or any trade secret material of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Fuel Cell Business, and includes the identity of all parties thereof, a description of the nature and subject matter thereof, the applicable royalty and the Prospectus as licensed to the Company or one or more of its subsidiariesterm thereof; and (ii3) there is no infringement by third parties of any Intellectual Property. There is no pending orall licenses, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Propertysublicenses, and the Company other agreements (written or oral) as to which MTI is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, party and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which MTI is authorized to use any intellectual property rights in MTI's conduct of the Fuel Cell Business ("Third Party Intellectual Property has been licensed Rights"),or other trade secret of a third party in or as to the Company or any subsidiaryproduct, and includes the identity of all such agreements are in full force and effect except to the extent that the failure to ownparties thereto, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any description of the patents or patent applications included in nature and subject matter thereof, the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement applicable royalty and the Prospectus as under development by the Company term thereof. MTI is not party to any oral license, sublicense or any subsidiary fall within the scope of the claims of one or more patents owned byagreement which, or exclusively licensed toif reduced to written form, the Company or any subsidiarywould be required to be listed in Schedule 3.1(r)(i).

Intellectual Property Rights. Except as otherwise disclosed (i) The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) described in the Registration Statement or Statement, the Prospectus, Pricing Disclosure Package and the Prospectus and necessary for the conduct of the business of the Company and its subsidiaries own, or have obtained valid Subsidiaries as currently carried on and enforceable licenses foras described in the Registration Statement, the inventionsPricing Disclosure Package and the Prospectus. To the knowledge of the Company, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and other intellectual property as described in the Registration Statement and the Prospectus as being owned will involve or licensed by them give rise to any infringement of, or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct Change (A) to the knowledge of their respective businesses does not and will not infringethe Company, misappropriate there is no infringement, misappropriation or otherwise conflict in violation by third parties of any respect with any such of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of others except the Company in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change. To ; and (E) to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The duty of candor and good faith as required Company is not a party to or bound by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in any options, licenses or agreements with respect to the Intellectual Property have been complied with; Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all foreign offices having similar requirements, all such requirements have been complied withmaterial respects the same description of the matters set forth in the preceding sentence. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s knowledge, any of their respective its officers, directors or employees employees, or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. Except (i) as otherwise disclosed described in the Registration Statement Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus (ii) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in have a Material Adverse Change. The conduct , (A) to the Company’s knowledge, the Company owns or possesses the right to use all patents, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential technology and information, systems or procedures, and other material intellectual property (collectively, “Intellectual Property”) necessary to carry on its business as currently conducted, and as proposed to be conducted, in each case as described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus (collectively, “Company Intellectual Property”) and the Company is not aware of their respective businesses any claim to the contrary or any challenge by any other person or entity to the rights of the Company with respect to the foregoing; (B) each of the agreements described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, which include licensing or transfer of Intellectual Property (each an “Intellectual Property Agreement”) are valid, binding upon, and enforceable by or against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and general equitable principles; (C) the Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property Agreement, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property Agreement; (D) the Company has not received any notice from, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by, others that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus as under development, infringe or violate, any Intellectual Property or franchise right of any person or entity; (E) the Company has not instituted, and does not currently plan to institute, any claim against any person or entity for infringement of the Company Intellectual Property; (F) to the Company’s knowledge, no person or entity infringes or is otherwise in conflict with the Company Intellectual Property; (G) the Company has taken all steps reasonably necessary to protect, maintain and safeguard its rights in all Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements; (H) the consummation of the transactions contemplated by this Agreement will not infringeresult in the loss or impairment of or payment of any additional amounts with respect to, misappropriate or otherwise conflict nor require the consent of any other person in any respect with any such rights of others except to of, the extent that the failure Company’s right to own, possessuse, license or otherwise hold adequate rights to for use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property any of the Company Intellectual Property as owned, used or held for use in the conduct of its business; (I) the granted and/or issued Company Intellectual Property owned or licensed by the Company is currently in force and has been properly maintained and has not been adjudged by a court of competent jurisdiction to be as invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the validity or scope of any such Intellectual Property nor to the Company’s rights knowledge is there any reasonable basis for such a claim; and (J) the pending government registered Company Intellectual Property owned or licensed by the Company is current, up-to-date and in or to any Intellectual Propertygood standing, and the Company has followed in all material respects all relevant laws, rules, procedures and requirements in the filing, prosecution and maintenance of such pending government registered Intellectual Property in the relevant jurisdiction to which such government registered Company Intellectual Property is unaware of any facts which would form a reasonable basis for any such actionpending. The Company has at all times complied in all material respects with all applicable laws relating to privacy, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Propertydata protection, and the Company is unaware collection and use of any facts which would form a reasonable basis personal information collected, used, or held for any such action, suit, proceeding or claim; or (C) asserting that use by the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or conduct of the Prospectus as under developmentCompany’s business. No claims have been asserted or, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the patents transactions contemplated hereby will not breach or patent applications included otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the Intellectual Propertyconduct of the Company’s business. The Company and its subsidiaries have taken all takes reasonable steps measures to protectensure that such information is protected against unauthorized access, maintain and safeguard their Intellectual Propertyuse, including the execution of appropriate nondisclosuremodification, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the or other misuse. The Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant not a party to or bound by any options, licenses or agreements with a former employer where the basis of such violation relates respect to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company other person or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except entity that are required to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described be set forth in the Registration Statement and Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryand are not described therein.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them it or which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”) except to ). None of the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, unenforceable in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for a determination that any such adjudicationissued patent within the Intellectual Property is invalid or unenforceable. To the Company's ’s knowledge, and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. There Except as disclosed in the Registration Statements, the Time of Sale Prospectus and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The None of the technology employed by the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to obtained or is being used by the Company or in violation of any subsidiarycontractual obligation binding on the Company or, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in upon any officers, directors or employees of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employeesCompany, and no employee of the Company is not aware of any facts that would form a reasonable basis for a successful challenge that any of its employees are in or has have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty breach of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirementsa confidentiality obligation, all such requirements have been complied with. None of the Company owned Intellectual Property obligation to assign intellectual property to an employer, or technology (including information technology and outsourced arrangements) employed by the Company obligation not to use third-party intellectual property or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the other proprietary rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changethird party. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”) ), except to the extent that where the failure to so own, possess, license or otherwise hold adequate rights or acquire could not reasonably be expect to use such Intellectual Property would not, individually or in the aggregate, result in have a Material Adverse Change. The conduct Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of their respective businesses does not and its subsidiaries has received, or has any reason to believe that it will not infringereceive, misappropriate any notice of infringement or otherwise conflict in any respect with any such asserted Intellectual Property rights of others except to others, the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property effect of which would not, individually or in the aggregate, result in have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are is no material defects in prior art that may render any of the patents or U.S. patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of held by the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, invalid or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required U.S. patent application held by the United States Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse ChangeOffice. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries ownhave obtained, or have obtained valid and enforceable licenses for, for the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus, and the Prospectus as being owned or licensed by them or which and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”) except to ). To the extent that Company’s knowledge, the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their its and its subsidiaries respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights intellectual property right of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationanother. To the Company's ’s knowledge: , (i) there are no third parties who have rights to any Company Intellectual PropertyProperty described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual PropertyProperty described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (Ai) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (Cii) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret secret, or other proprietary rights right of othersanother, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding proceeding, or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The ; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. None The Company and its subsidiaries have complied with the terms of the each agreement pursuant to which Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by has been licensed to the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary any subsidiary, and all such agreements are in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changefull force and effect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to and the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There With the exception of the U.S. Patent and Trademark Office’s and foreign governmental administrative agencies’ review of pending patent applications in connection with the prosecution of such applications in the ordinary course, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all Canadian or foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changepersons. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, know how (including unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are material to and necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”) except and, to the extent that Company’s knowledge, the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their the Company’s and its subsidiaries respective businesses currently does not and except as disclosed in the Registration Statement and the Prospectus will not infringenot, misappropriate upon the commercialization of any product or otherwise conflict service as currently proposed to be conducted, infringe in any material respect with any such rights intellectual property right of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeanother. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for (A) customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, and (B) rights of third-party licensors with respect to such Intellectual Property, the material terms of which rights are disclosed in the Registration Statement and the Prospectus; and (ii) there is no infringement by third parties of any Intellectual PropertyProperty owned by or exclusively licensed to the Company or any of its subsidiaries. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by othersanother: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersanother, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects of form or procedural defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the knowledge of the Company no employee of the Company is in or has been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied withwith in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation in any material respect of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeany material respect. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectusset forth on Schedule 3(x), the Company and its subsidiaries own, Subsidiaries own or have obtained valid possess adequate rights or licenses to use (A) patents (and enforceable licenses for, the inventionsany renewals and extensions thereof), patent applicationsrights (and any applications therefor), patents, rights of priority and other rights in inventions; (B) trademarks, trade names, service names, copyrightsmarks, trade secrets names and other intellectual property described trade dress, and all registrations and applications therefor and all legal and common-law equivalents of any of the foregoing; (C) copyrights and rights in the Registration Statement mask works (and the Prospectus as being owned any applications or licensed by them or which are necessary registrations for the conduct foregoing, and all renewals and extensions thereof), common-law copyrights and rights of their respective businesses as currently conducted authorship including all rights to exploit any of the foregoing in any media and by any manner and means now known or as currently proposed to be conducted hereafter devised; (D) industrial design rights, and all registrations and applications therefor; (E) rights in data, collections of data and databases, and all legal or common-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets, proprietary information and know-how (collectively, “Intellectual PropertyProperty Rights”) except ), collectively with all licenses and other agreements providing the Company or its Subsidiaries the Intellectual Property Rights material to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or operation of their businesses as now conducted and as described in the aggregateSEC Documents. Except as set forth on Schedule 3(x), result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property none of the Company or any of its Subsidiaries has not been adjudged by a court knowledge that any of competent jurisdiction to be invalid or unenforceable, in whole or in part, and them has infringed on any of the Company is unaware Intellectual Property Rights of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights Person and none of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more any of its subsidiaries; and (ii) Subsidiaries is infringing on any of the Intellectual Property Rights of any Person. Except as set forth on Schedule 3(x), there is no infringement by third parties action, suit, hearing, claim, notice of any Intellectual Property. There violation, arbitration or other proceeding, hearing or investigation that is no pending orpending, or to the Company’s knowledge, is threatened actionagainst, suitthe Company regarding the infringement of any of the Intellectual Property Rights. The Company is not, proceeding to its knowledge, making unauthorized use of any confidential information or claim by others: (A) challenging the Company’s rights in or to trade secrets of any Intellectual Propertythird party, and the Company is unaware has not received any notice of any facts which would form a asserted infringement (nor is the Company aware of any reasonable basis for any such actionthird party asserting an infringement) by the Company of, suit, proceeding or claim; (B) challenging the validity, enforceability or scope any rights of a third party with respect to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimProperty Rights. The Company and its subsidiaries Subsidiaries have complied with taken reasonable security measures to protect the terms secrecy, confidentiality and value of each agreement pursuant to which all of their Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryRights.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, know how, trade secrets and other intellectual property (1) described in the Registration Statement and the Prospectus SEC Documents as being owned or licensed by them or (2) which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed in the SEC Documents to be conducted (collectively, “Intellectual Property”) except to in the extent that case of clause (2) where the failure to own, possess, license possess or otherwise hold adequate acquire such rights to use such Intellectual Property would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Changematerial liability or the loss of a material benefit. The conduct of their respective businesses does Except as would not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notreasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Intellectual Property material liability or the loss of the Company has not been adjudged by a court of competent jurisdiction material benefit, to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There To the Company’s knowledge, the conduct of the Company’s business as currently conducted and as proposed in the SEC Documents to be conducted does not and would not infringe, misappropriate or otherwise violate any third party’s Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to result in a material liability or the loss of a material benefit, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus SEC Documents as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Except as would not reasonably be expected, individually or in the aggregate, to result in a material liability or the loss of a material benefit, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryits subsidiaries, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. The product candidates described in the Registration Statement and the Prospectus SEC Documents as under development by the Company or any its subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any such subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, domain names, copyrights, trade secrets secrets, know how, data, databases, software and other intellectual property and proprietary rights described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are used in or necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to ), and the extent that Company, its subsidiaries and the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does have no, do not and will not infringe, misappropriate misappropriate, violate or otherwise conflict in any material respect with any such intellectual property or proprietary rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of owned by the Company and its subsidiaries (collectively, “Owned IP”) is valid, subsisting and enforceable and has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Owned IP is owned solely by the Company and its subsidiaries free and clear of all liens, encumbrances and other similar restrictions. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other intellectual property or proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have materially complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements nondisclosure and invention assignment agreements and invention assignments with their employees, employees and no employee independent contractors engaged in the development of Intellectual Property for the Company and execution of nondisclosure agreements with employees and independent contractors that have access to trade secrets and other material confidential information of the Company is in or and its subsidiaries, and, to the Company’s knowledge, there has been in violation no unauthorized use or disclosure of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the confidential Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied withProperty. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed used by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate sufficient rights to use such Intellectual Property would notnot reasonably be expected to, individually or in the aggregate, result in have a Material Adverse Change. The conduct Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of their respective businesses does not and its subsidiaries has received, or has any reason to believe that it will not infringereceive, misappropriate any notice of infringement or otherwise conflict in any respect with any such asserted Intellectual Property rights of others except to others, the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property effect of which would not, individually or in the aggregate, result in have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge, except as disclosed in the Registration Statement or the Prospectus: (i) there are no third parties who have rights to any Intellectual Property, except for (A) customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, or (B) licenses granted in the ordinary course of business to third parties, or that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, except as disclosed in the Registration Statement or the Prospectus. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changepersons. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in Schedule 5.18 lists the Registration Statement or the Prospectusdomestic and foreign trade names, the Company trademarks, service marks, trademark registrations and its subsidiaries ownapplications, or have obtained valid service mark xxxistrations and enforceable licenses forapplications, the inventionspatents, patent applications, patentspatent licenses, trademarks, trade names, service names, copyrights, trade secrets software licenses and other intellectual property described copyright registrations and applications owned by the Company or used thereby in the Registration Statement operation of its business (collectively, the "Intellectual Property"), which Schedule indicates (i) the term and exclusivity of its rights with respect to the Prospectus as being Intellectual Property and (ii) whether each item of Intellectual Property is owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelyCompany, “Intellectual Property”) except to and if licensed, the extent that licensor and the failure to ownlicense fees therefor. Unless otherwise indicated on Schedule 5.18, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction the right to be invalid or unenforceable, in whole or in part, use and license the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware consummation of the transactions contemplated hereby will not result in the loss or material impairment of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope rights of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee Each item constituting part of the Company is Intellectual Property has been, to the extent indicated on Schedule 5.18, registered with, filed in or has been in violation of any term of any employment contractissued by, patent disclosure agreementas the case may be, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during or such other government entity, domestic or foreign, as is indicated on Schedule 5.18; all such registrations, filings and issuances remain in full force and effect; and all fees and other charges with respect thereto are current. Except as stated on Schedule 5.18, there are no pending proceedings or adverse claims made or, to the prosecution best knowledge of the United States patents Company and patent applications included the Shareholders, threatened against the Company with respect to the Intellectual Property; there has been no litigation commenced or threatened in writing within the past five (5) years with respect to the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None or the rights of the Company owned therein; and the Company and the Shareholders have no knowledge that (i) the Intellectual Property or technology (including information technology and outsourced arrangements) employed the use thereof by the Company conflicts with any trade names, trademarks, service marks, trademark or service mark xxxistrations or applications, patents, patent applications, patent licenses or copyright registrations or applications of others ("Third Party Intellectual Property"), or (ii) such Third Party Intellectual Property or its subsidiaries has been obtained use by others or is being used any other conduct of a third party conflicts with or infringes upon the Intellectual Property or its use by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. (i) Except as otherwise disclosed in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, (i) owns or have obtained valid and enforceable licenses for, possesses the inventionsright to use all patents, patent applications, patentstrademarks, trademarksservice marks, domain names, trade names, trademark registrations, service namesxxxx registrations, copyrights, formulae, customer lists, and know-how and other intellectual property (including trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned unpatented and/or unpatentable proprietary or licensed by them confidential information, systems or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted procedures) (collectively, “Intellectual Property”) except necessary for the conduct of its business substantially as presently conducted and as currently proposed to be conducted as described in the extent Registration Statement, the Pricing Disclosure Package and the Prospectus, and (ii) has no reason to believe that the failure to own, possess, license conduct of its business does or otherwise hold adequate rights to use will conflict with any Intellectual Property of any third party in any material respect; and neither Company Party has received any notice of any claim of material conflict with any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationothers. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement all material technical information developed by and the Prospectus as licensed belonging to the Company or one or more of its subsidiaries; and (ii) Parties that has not been patented has been kept confidential. To the Company’s knowledge, there is no infringement infringement, misappropriation, or other violation by third parties of any such Intellectual Property. There ; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s Company Parties’ rights in or to any such Intellectual Property, and the Company is are unaware of any facts which that would form a reasonable basis for any such claim; and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validityclaim by others that a Company Party infringes, enforceability or scope of any Intellectual Propertymisappropriates, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is are unaware of any facts which other fact that would form a reasonable basis for any such action, suit, proceeding or claim. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (x) no Company and its subsidiaries Party has granted, licensed or assigned to any other person or entity any right to manufacture, have complied with manufactured, assemble or sell the terms current products of each agreement pursuant to which Intellectual Property has been licensed to the Company Parties or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license those products or otherwise hold adequate rights to use such Intellectual Property would not, individually or product candidates described in the aggregateRegistration Statement, result in a Material Adverse Change. To the Pricing Disclosure Package and the Prospectus and (y) to the Company’s knowledge, there are no material defects in any rights of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Propertythird parties, including the execution of appropriate nondisclosureliens, confidentiality agreements and invention assignment agreements and invention assignments with their employeessecurity interests or other encumbrances, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None necessary for the conduct of the Company owned Intellectual Property its business substantially as presently conducted or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except as currently proposed to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates be conducted as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryProspectus.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectusset forth on Schedule 3(o), the Company and its subsidiaries ownSubsidiaries own or possess adequate rights or licenses to use all trademarks, or have obtained valid trademark applications and enforceable licenses for, the inventions, patent applications, patents, trademarksregistrations, trade names, service marks, service xxxx registrations, service names, copyrightspatents, patent rights, patent applications, copyrights (whether or not registered), inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted rights (collectively, “Intellectual Property”) except necessary to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringeas conducted as of the date this representation is made. Except as set forth in Schedule 3(o), misappropriate or otherwise conflict in any respect with any such (i) none of the rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court or any of competent jurisdiction to be invalid or unenforceable, its Subsidiaries in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to its Intellectual Property that is disclosed in have expired or terminated, or are expected to expire or terminate within five (5) years from the Registration Statement and the Prospectus as licensed to the Company or one or more date of its subsidiaries; and this Agreement, (ii) there is has been no infringement by third parties the Company or any of any Intellectual Property. There is no pending its Subsidiaries or, to the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim by others: (A) challenging any of the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding its Subsidiaries’ licensors or claim; (B) challenging the validity, enforceability or scope licensees of any Intellectual PropertyProperty rights of others, and (iii) to the Company is unaware Company’s Knowledge, there has been no infringement by any third parties of any facts which would form a reasonable basis for any such action, suit, proceeding Intellectual Property owned or claim; or (C) asserting that licensed by the Company or any of its subsidiaries infringes or otherwise violatesSubsidiaries, or would, upon the commercialization of any product development of similar or service described identical trade secrets or technical information by others, (iv) there is no claim, action or proceeding pending or threatened in writing against, the Registration Statement or the Prospectus as under development, infringe or violateCompany, any patentof its Subsidiaries or, trademarkto the Company’s Knowledge, trade name, service name, copyright, trade secret any of their respective licensors regarding their Intellectual Property or infringement of other proprietary rights of othersIntellectual Property rights, and there is no claim, action or proceeding pending or threatened in writing against the Company Company, any of its Subsidiaries or, to the Company’s Knowledge, any of their respective licensors regarding their Intellectual Property or infringement of other Intellectual Property rights, (v) there are no facts or circumstances that could reasonably be expected to give rise to any of the foregoing, (vi) there is unaware no patent or patent application which contains claims that interfere with the issued or pending claims of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with of the terms of each agreement pursuant to which Intellectual Property has been owned or licensed to by the Company or any subsidiaryof its Subsidiaries, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any (vii) none of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or any of its subsidiaries Subsidiaries has been obtained or is being used by the Company or any of its subsidiary Subsidiaries in violation of any material contractual obligation binding on the Company or its subsidiaries or any of their respective its Subsidiaries or is being used by any of the officers, directors or employees of the Company or otherwise of its Subsidiaries on behalf of the Company or any of its Subsidiaries in violation of the rights of any persons except to the extent that the failure to own, possess, license Person or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse ChangePersons. The product candidates described in Company and its Subsidiaries have taken commercially reasonable security measures to protect the Registration Statement secrecy, confidentiality and the Prospectus as under development by the Company or any subsidiary fall within the scope value of the claims all of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarytheir material Intellectual Property.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, Each item of Company Intellectual Property which is (i) owned by the Company and its subsidiaries ownis a patent, patent application, material or registered trademark, trademark application, material or registered service mark, xxrvice mark xxxlication, material trade dress, material logo, trade name, domain name, corporate name, copyright registration, copyright application, mask work registration or mask work application, or have obtained (ii) a material license out of the ordinary course of business, material sublicense out of the ordinary course of business or material agreement out of the ordinary course of business is set forth in Section 4.14A of the Company Disclosure Letter or filed as an exhibit to the Company Reports. Except as set forth in Section 4.14B(a) of the Company Disclosure Letter, (i) the Company owns the Company Intellectual Property, free and clear of any Encumbrance, license or other restriction, or has the valid and enforceable licenses forright to make, use, sell or license as necessary in the inventionsconduct of its business the Company Intellectual Property; (ii) the Company has the right to require any Company employee or contractor having rights in any Company Intellectual Property which is an application for registration, including but not limited to patent applications, trademark applications, service mark xxxlications, copyright applications, or mask work applications, to transfer ownership to the Company of the application and of the registration once it issues, and all registered patents, trademarks, trade names, service names, copyrights, trade secrets marks and other intellectual property described copyrights owned by the Company are valid and subsisting and in full force and effect; and (iii) Company Intellectual Property is all the Registration Statement and the Prospectus as being owned or licensed by them or which are Intellectual Property that is necessary for the ownership, maintenance and operation of the Company's properties and assets and the Company has the right to make, use, sell or license as necessary in the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to its business all of the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Company Intellectual Property would notin all jurisdictions in which the Company conducts or proposes to conduct its business. The consummation of the transactions contemplated hereby will not alter or impair any such rights in any manner which, individually or in the aggregate, result in would have a Material Adverse ChangeEffect (other than as a result of limitations arising because of contractual or other restrictions to which the Purchaser or its affiliates is a party). The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notOther than exceptions which, individually or in the aggregate, result in would not have a Material Adverse Change. The Effect, (i) the Company has not, and the continued operation of the Company's and its Subsidiaries' businesses as presently conducted will not, interfere with, infringe upon, misappropriate or otherwise come into conflict with, any Intellectual Property rights of third parties, and the Company has not been adjudged by a court of competent jurisdiction to be invalid received any charge, complaint, claim, demand or unenforceable, in whole or in part, and notice so alleging (including any claim that the Company is unaware must license or refrain from using any Intellectual Property rights of any facts which would form a reasonable basis third party); (ii) the Company has never agreed to defend or indemnify any person for or against any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights interference, infringement, misappropriation or other conflict with respect to any Company Intellectual Property, except for customary reversionary rights of third-party licensors other than in license agreements with respect to Intellectual Property that is disclosed customers and agreements with business partners entered into in the Registration Statement ordinary course of business (and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and substantially all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed toagreements, the Company or any subsidiary.has excluded consequential

Intellectual Property Rights. Except as otherwise disclosed (i) The Company and each of its Subsidiary owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) described in the Registration Statement or Statement, the Prospectus, Pricing Disclosure Package and the Prospectus and necessary for the conduct of the business of the Company and its subsidiaries own, or have obtained valid Subsidiary as currently carried on and enforceable licenses foras described in the Registration Statement, the inventionsPricing Disclosure Package and the Prospectus. To the knowledge of the Company, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets no action or use by the Company or any of its Subsidiary necessary for the conduct of its business as currently carried on and other intellectual property as described in the Registration Statement and the Prospectus as being owned will involve or licensed by them give rise to any infringement of, or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct Change (A) to the knowledge of their respective businesses does not and will not infringethe Company, misappropriate there is no infringement, misappropriation or otherwise conflict in violation by third parties of any respect with any such of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of others except the Company in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change. To ; and (E) to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The duty of candor and good faith as required Company is not a party to or bound by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in any options, licenses or agreements with respect to the Intellectual Property have been complied with; Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all foreign offices having similar requirements, all such requirements have been complied withmaterial respects the same description of the matters set forth in the preceding sentence. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s knowledge, any of their respective its officers, directors or employees employees, or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, owns or have obtained possesses valid and enforceable licenses for, the inventions, patent applications, patents, or other rights to use all trademarks, trade names, service namesmarks, patent rights (including all patents and patent applications), copyrights, domain names, licenses, approvals, know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions, trade secrets, technologies, proprietary techniques (including processes and substances) and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted and as currently contemplated to be conducted as disclosed in the Registration Statement and the Prospectus, free and clear of all liens, claims and encumbrances, other than as described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for Prospectus; and the conduct expected expiration of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any of such Intellectual Property Rights would not, individually or in the aggregate, not result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or Other than as described in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, Registration Statement and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledgeProspectus: (i) there are no third parties who have any rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to in the Intellectual Property that is disclosed could preclude the Company from conducting its business as currently conducted or as presently contemplated to be conducted as described in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiariesProspectus; and (ii) there is no infringement by third parties of any Intellectual Property. There is are no pending or, to the best knowledge of the Company’s knowledge, threatened actionactions, suitsuits, proceeding proceedings, investigations or claim claims by others: (A) others challenging the rights of the Company (or if the Intellectual Property is licensed, the licensor thereof) in any Intellectual Property owned or licensed to the Company’s ; (iii) neither the Company nor (if the Intellectual Property is licensed) the licensor thereof has infringed, or received any notice of infringement of or conflict with, any rights in or of others with respect to the Intellectual Property; and (iv) there is no dispute between the Company and any licensor with respect to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimProperty Right. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their the Intellectual Property, including the execution of Property Rights for which improper or unauthorized disclosure would impair its value or validity and has entered into appropriate nondisclosure, and enforceable nondisclosure and confidentiality agreements and invention assignment agreements made appropriate filings and invention assignments with their employees, and no employee of the Company is registrations in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment connection with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryforegoing.

Intellectual Property Rights. Except as otherwise disclosed set forth in the Registration Statement or the ProspectusSCHEDULE 3(X), the Company and its subsidiaries own, Subsidiaries own or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold possess adequate rights or licenses to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s patents (and any renewals and extensions thereof), patent rights (and any applications therefor), rights of priority and other rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claiminventions; (B) challenging the validitytrademarks, enforceability or scope service marks, trade names and trade dress, and all registrations and applications therefor and all legal and common-law equivalents of any Intellectual Property, and of the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimforegoing; or (C) asserting that copyrights and rights in mask works (and any applications or registrations for the foregoing, and all renewals and extensions thereof), common-law copyrights and rights of authorship including all rights to exploit any of the foregoing in any media and by any manner and means now known or hereafter devised; (D) industrial design rights, and all registrations and applications therefor; (E) rights in data, collections of data and databases, and all legal or common-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets, proprietary information and know-how (collectively, "INTELLECTUAL PROPERTY RIGHTS"), collectively with all licenses and other agreements providing the Company or its Subsidiaries the Intellectual Property Rights material to the operation of their businesses as now conducted and as described in the SEC Documents. Except as set forth in SCHEDULE 3(X), none of the Company or any of its subsidiaries infringes Subsidiaries has knowledge that any of them has infringed on any of the Intellectual Property Rights of any Person and none of the Company or otherwise violatesany of its Subsidiaries is infringing on any of the Intellectual Property Rights of any Person. There is no action, suit, hearing, claim, notice of violation, arbitration or other proceeding, hearing or investigation that is pending, or wouldto the Company's knowledge, upon is threatened against, the commercialization Company regarding the infringement of any product of the Intellectual Property Rights. The Company is not, to its knowledge, making unauthorized use of any confidential information or service described in the Registration Statement or the Prospectus as under development, infringe or violate, trade secrets of any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersthird party, and the Company is unaware has not received any notice of any facts which would form a asserted infringement (nor is the Company aware of any reasonable basis for any such actionthird party asserting an infringement) by the Company of, suit, proceeding or claimany rights of a third party with respect to any Intellectual Property Rights. The Company and its subsidiaries Subsidiaries have complied with taken reasonable security measures to protect the terms secrecy, confidentiality and value of each agreement pursuant to which all of their Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryRights.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade namestradenames, service names, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses collective business as currently conducted or as currently proposed to be conducted (collectivelyincluding the commercialization of products or services described in the Registration Statement, “Intellectual Property”) the Time of Sale Prospectus and the Prospectus as under development), except to the extent that where the failure to own, possess, license or otherwise hold adequate have such rights to use such Intellectual Property would not, individually or in the aggregate, result in have a Material Adverse Change. The conduct of their respective businesses does not and will not infringeEffect (collectively, misappropriate “Intellectual Property”), except as enforceability may be limited by bankruptcy, insolvency or otherwise conflict in any respect with any such similar laws affecting the rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partcreditors generally, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: general equitable principles; (iii) there are no third parties who have have, or, to the Company’s knowledge, will be able to establish, rights to use any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed owned by the Company, other than any co-owner of any patent or patent application constituting Intellectual Property who is listed as such on the records of the U.S. Patent and Trademark Office (the “PTO”), and, to the Company’s knowledge, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as disclose is licensed to the Company or one or more of its subsidiariesCompany; and (iiiii) to the Company’s knowledge, there is no infringement infringement, misappropriation or other violation by any third parties of any Intellectual Property. There ; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual Property; (v) the Company has not received any notice from, and there is no pending or, to the Company is unaware of any facts which would form a reasonable basis for any such Company’s knowledge, threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability or scope of any Intellectual Property; (vi) the Company has not received any notice from, and there is no pending or, to the Company is unaware of any facts which would form a reasonable basis for any such Company’s knowledge, threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries infringes the Subsidiaries infringe or otherwise violatesviolate, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus as under development, infringe or violate, any patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, ; (vii) the Company and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries Subsidiaries have complied in all material respects with the applicable terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiarythe Subsidiaries, and all such agreements are in full force and effect except effect; (viii) to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or as would not have a Material Adverse Effect, there are is no material defects in patent or patent application that contains claims that interfere with the issued or pending claims of any of the patents Intellectual Property or patent applications included in that challenges the validity, enforceability or scope of any of the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution ; (ix) there is no prior art of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of which the Company is in aware that to the Company’s knowledge would render any of the issued or has been in violation pending claims of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees invalid or otherwise in violation of the rights of any persons except unpatentable; (x) to the extent that Company’s knowledge, the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary the Subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or the Subsidiaries; (xi) all patents and patent applications owned by the Company have been duly and properly filed and maintained and the Company has complied and, to the Company’s knowledge, each of its licensors has complied with its duty of candor and disclosure to the PTO with respect to all patent applications owned or exclusively licensed by or to the Company and included in the Intellectual Property and filed with the PTO; (xii) the Company has taken commercially reasonable steps to secure its interest in the Intellectual Property, including, in the case of Intellectual Property that is owned by the Company, obtaining assignments from its employees, consultants and contractors pursuant to written agreements containing present tense assignments of all Intellectual Property created by such employees, consultants and contractors; (xiii) the Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all non-published Intellectual Property the value of which to the Company is contingent upon maintaining the confidentiality thereof, and no such Intellectual Property has been disclosed other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company, all of whom are bound by written obligations to maintain the confidentiality thereof; and (xiv) the Company is not a party to or bound by any subsidiaryoptions, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be described in the Registration Statement, the Time of Sale Prospectus and the Prospectus that are not so described therein.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”), and (ii) the Company owns, or which are has obtained valid and enforceable licenses for, or can acquire on reasonable terms, the Intellectual Property necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, the “Necessary Intellectual Property”) ), except to the extent that where the failure to own, possessfailure to possess a license to, license or otherwise hold adequate rights inability to use acquire any such Necessary Intellectual Property would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationEffect. To the Company's ’s knowledge: (iA) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is are disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more and except as disclosed in the Registration Statement, the Time of its subsidiariesSale Prospectus and the Prospectus; and (iiB) there is no infringement by third parties of any Company Intellectual PropertyProperty that would reasonably be expected to have a Material Adverse Effect. There Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A1) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (B2) challenging the validity, enforceability or scope of any granted and issued government-registered Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; or (C3) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product conducting its business as currently conducted or service as currently proposed to be conducted as described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under developmentProspectus, infringe or violate, any valid, unexpired and issued government-registered patent, trademark, trade name, service name, copyright, trade secret name or other proprietary rights copyright of others, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed. The Company and its subsidiaries have has complied or will comply in due time with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany, except where failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as currently under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. (i) Except as otherwise disclosed in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, (i) owns or have obtained valid and enforceable licenses for, possesses the inventionsright to use all patents, patent applications, patentstrademarks, trademarksservice marks, domain names, trade names, trademark registrations, service namesxxxx registrations, copyrights, formulae, customer lists, and know-how and other intellectual property (including trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned unpatented and/or unpatentable proprietary or licensed by them confidential information, systems or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted procedures) (collectively, “Intellectual Property”) except necessary for the conduct of its business substantially as presently conducted and as currently proposed to be conducted as described in the extent Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) has no reason to believe that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses its business does not and or will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of any third party in any material respect; and the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware received any notice of any facts which would form a reasonable basis for claim of material conflict with any such adjudicationIntellectual Property of others. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement all material technical information developed by and the Prospectus as licensed belonging to the Company or one or more of its subsidiaries; and (ii) that has not been patented has been kept confidential. To the Company’s knowledge, there is no infringement infringement, misappropriation, or other violation by third parties of any such Intellectual Property. There ; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which that would form a reasonable basis for any such claim; and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which other fact that would form a reasonable basis for any such action, suit, proceeding or claim. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (x) the Company and its subsidiaries has not granted, licensed or assigned to any other person or entity any right to manufacture, have complied with manufactured, assemble or sell the terms current products of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license those products or otherwise hold adequate rights to use such Intellectual Property would not, individually or product candidates described in the aggregateRegistration Statement, result in a Material Adverse Change. To the Pricing Disclosure Package and the Prospectus and (y) to the Company’s knowledge, there are no material defects in any rights of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Propertythird parties, including the execution of appropriate nondisclosureliens, confidentiality agreements and invention assignment agreements and invention assignments with their employeessecurity interests or other encumbrances, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None necessary for the conduct of the Company owned Intellectual Property its business substantially as presently conducted or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except as currently proposed to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates be conducted as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryProspectus.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement Statement, the Disclosure Package and the Prospectus as being owned or licensed by them it or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelyits business, “Intellectual Property”) except to the extent that where the failure to own, possess, license or otherwise hold adequate have such rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringeEffect (collectively, misappropriate or otherwise conflict in any respect with any such rights of others “Intellectual Property”); except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as described in the aggregateRegistration Statement, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, Disclosure Package and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: Prospectus (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary the ownership rights of third-party licensors with respect to the owners of the Intellectual Property that which is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. There ; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to to, or the validity, enforceability, or scope of, any Intellectual PropertyProperty owned by or licensed to the Company, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant ; (v) to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are is no material defects in patent or patent application that contains claims that interfere with the issued or pending claims of any of the patents or patent applications included in the Intellectual Property. The Company ; and its subsidiaries have taken all reasonable steps (vi) to protectthe Company’s knowledge, maintain and safeguard their Intellectual Property, including each issued patent was validly issued under the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee laws of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent country that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryissued it.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and each of its subsidiaries own, Subsidiaries own or have obtained possess or has valid and enforceable licenses for, the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and necessary for the conduct of the business of the Company and each of its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus as being owned will involve or licensed by them give rise to any infringement of, or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct Change (A) to the knowledge of their respective businesses does not and will not infringethe Company, misappropriate there is no infringement, misappropriation or otherwise conflict in violation by third parties of any respect with any such of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of others except the Company in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, together with any other claims referred to in this Section 2.33, reasonably be expected to result in a Material Adverse Change. To ; and (E) to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The duty of candor and good faith as required Company is not a party to or bound by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in any options, licenses or agreements with respect to the Intellectual Property have been complied with; Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all foreign offices having similar requirements, all such requirements have been complied withmaterial respects the same description of the matters set forth in the preceding sentence. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is knowingly being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s knowledge, any of their respective its officers, directors or employees employees, or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to ), and the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus and any related claims, assertions or challenges, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign non-U.S. offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changepersons. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in The Company or its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the Registration Statement or conduct of the Prospectus, business of the Company and its subsidiaries own, or have obtained valid Subsidiaries as currently carried on and enforceable licenses foras described in the Registration Statement, the inventionsPricing Disclosure Package and the Prospectus. To the knowledge of the Company, patent applicationsthere are no liens or security interests in the Intellectual Property Rights. To the knowledge of the Company, patents, trademarks, trade names, service names, copyrights, trade secrets no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and other intellectual property as described in the Registration Statement and the Prospectus as being owned will involve or licensed by them give rise to any infringement of, or which are necessary for license or similar fees (other than license or similar fees described or contemplated in the conduct Registration Statement, the Pricing Disclosure Package and the Prospectus) for, any Intellectual Property Rights of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to others. Neither the extent that the failure to own, possessCompany nor any of its Subsidiaries has received any notice alleging any such infringement of, license or otherwise hold adequate rights to use such similar fees for, or conflict with, any asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct , (i) to the knowledge of their respective businesses does not and will not infringethe Company, misappropriate there is no infringement, misappropriation or otherwise conflict in violation by third parties of any respect with any such of the Intellectual Property Rights owned by the Company; (ii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of others except the Company in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would reasonably be expected to result in a Material Adverse Change; (iii) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would reasonably be expected to result in a Material Adverse Change; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant reasonably be expected to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To ; and (v) to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been disclosed in a filed patent application has been kept confidential. The duty of candor and good faith as required Company is not a party to or bound by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in any options, licenses or agreements with respect to the Intellectual Property have been complied with; Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and in all foreign offices having similar requirements, all such requirements have been complied withthe Prospectus and are not described therein. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s knowledge, any of their respective its officers, directors or employees employees, or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement The Company owns or the Prospectus, the Company and its subsidiaries own, possesses or have obtained has valid and enforceable licenses for, the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets secrets, and other intellectual property similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own, possess or have valid rights to use any of the foregoing would not reasonably be expected to have a material adverse effect on the Company. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus as being owned would reasonably be expected to involve or licensed by them give rise to any infringement of, or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such similar fees for, any Intellectual Property Rights of others. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct Change (A) to the knowledge of their respective businesses does not and will not infringethe Company, misappropriate there is no infringement, misappropriation or otherwise conflict in violation by third parties of any respect with any such of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of others except the Company in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change. To ; and (E) to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required , or actions undertaken by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of employee while employed with the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except could reasonably be expected to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notresult, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses, or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package, and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package, and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. The Company has not committed any act or omitted to undertake any act the effect of such commission or omission would be expected to result in a legal determination that any item of Intellectual Property Rights thereby was rendered invalid or unenforceable in whole or in part. The manufacture, use, and sale of the product candidates described in the Registration Statement Statement, the Pricing Disclosure Package, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more claims of the patents owned byor patent applications included in the Intellectual Property Rights. Other than information disclosed in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, no government funding, facilities, or exclusively licensed toresources of a university, college, other educational institution, or research center was used in the development of any Intellectual Property Rights that are owned or purported to be owned by the Company that would confer upon any governmental agency or body, university, college, other educational institution or research center any subsidiaryclaim or right in or to any such Intellectual Property Rights.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, possess or license, and otherwise have obtained valid and legally enforceable licenses for, the inventionsrights to use all patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology and other intellectual property described in know-how, except with regard to off-the-shelf software provided by third parties (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property Rights”) necessary for the conduct of their respective businesses the Company’s business as currently now conducted or or, to the knowledge of the Company, as currently proposed in the Applicable Prospectuses to be conducted conducted. Except as disclosed in the Applicable Prospectus, (collectively, “Intellectual Property”i) except to the extent that the failure Company’s knowledge, there are no rights of third parties to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually Rights that conflict with the Company’s use or in the aggregate, result in a Material Adverse Change. The conduct proposed use of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in Rights; (ii) the aggregate, result in a Material Adverse Change. The Company is not aware of any material infringement by third parties of any such Intellectual Property of Rights; (iii) there is no pending or, to the Company has not been adjudged Company’s knowledge, threatened, action, suit, proceeding or claim by a court of competent jurisdiction others challenging the Company’s rights in or to be invalid or unenforceable, in whole or in partuse any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: claim; (iiv) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity, enforceability, or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts other fact which would form a reasonable basis for any such actionclaim; (vi) to the knowledge of the Company, suit, proceeding there is no patent or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to published patent application which contains claims that dominate or may dominate any Intellectual Property has been Rights described in the Applicable Prospectuses as being owned by or licensed to the Company or that interferes with the issued or pending claims of any subsidiary, such Intellectual Property Rights; and all such agreements are in full force and effect except (vii) there is no prior art of which the Company is aware that may render any patent held or licensed by the Company invalid or any patent application held by the Company unpatentable which has not been disclosed to the appropriate patent office(s) to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarymay be required.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, Each of the Company and its subsidiaries ownSubsidiaries owns, or have obtained has a valid and enforceable licenses forlicense to use, the inventionsall patents, patent applicationsrights, patentslicenses, trademarks, trade names, service namesinventions, copyrights, know-how (including trade secrets and other intellectual property described in the Registration Statement unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, logos, designs, domain names and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted trade names (collectively, “Intellectual Property”) used in the conduct of its business as is currently operated except as would not reasonably be expected to have a Material Adverse Effect, and, as of the extent that the failure to ownClosing Date, possess, license or otherwise hold adequate rights to use such Intellectual Property owned by the Company or its Subsidiaries will be free and clear of all Liens other than Permitted Liens except as would not reasonably be expected to have a Material Adverse Effect. No claims or notices of any potential claim have been asserted by any person challenging the use of any such Intellectual Property by the Company or any of the Subsidiaries or questioning the validity, effectiveness or enforceability of the Intellectual Property or any license or agreement related thereto, other than any claims that, if successful, would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. The conduct of their respective businesses does not and will not infringeNeither the Company, misappropriate or otherwise conflict in any respect with any such rights of others except nor to the extent that Company’s knowledge, any other party to any licenses, sublicenses, and other agreements or arrangements to which the failure Company is a party and pursuant to ownwhich any other Person is authorized to have access to, possessor use of, license Intellectual Property owned by the Company, or otherwise hold adequate rights to use exercise any other right with regard thereto (“Intellectual Property Licenses”), is in breach or default under such Intellectual Property License, and no event has occurred which with notice or lapse of time would constitute a breach or default by the Company (or to the Company’s knowledge, any other party thereto) or permit termination by the Company other than any claims that, if successful, would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationEffect. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights knowledge of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware use of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained Subsidiaries will not violate, misappropriate or is being used by the Company or its subsidiary in violation of any contractual obligation binding infringe on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the Intellectual Property rights of any persons except other person, and there are no pending or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope knowledge of the Company, threatened, proceedings or litigation or other adverse claims of one or more patents owned bycommunications by any person alleging any such violation, misappropriation or exclusively licensed to, the Company or any subsidiaryinfringement.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the for all inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary in all material respects for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) ). To the Company’s knowledge, except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notas could not reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledgeEffect: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors or co-ownership rights with respect to Intellectual Property that is are disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being subject to a third party’s joint ownership interest or as being licensed to the Company or one or more any of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s Company or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except as to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps and to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of Company’s knowledge as to the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates other parties to such employee’s employment with the Companyagreements. The duty of candor and good faith Except as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included otherwise disclosed in the Intellectual Property have been complied with; Registration Statement, the Time of Sale Prospectus and in all foreign offices having similar requirementsthe Prospectus, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary and its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryand its subsidiaries.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries ownown or possess, or have obtained valid and enforceable licenses forcan acquire or license on reasonable terms, the inventions, patent applications, patents, sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted similar rights (collectively, “Intellectual PropertyProperty Rights”) reasonably necessary to conduct their businesses as now conducted, except to the extent that the as such failure to own, possess, license license, or otherwise hold adequate acquire such rights would not reasonably be expected to use result in a Material Adverse Effect; and the expected expiration of any of such Intellectual Property Rights would notnot reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct Effect, (A) to the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of their respective businesses does not any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company and will not infringeits subsidiaries, misappropriate threatened action, suit, proceeding or otherwise conflict in any respect with any such claim by others challenging the rights of others except the Company and its subsidiaries in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would individually, or in the aggregate, together with any other claims in this subsection (u), reasonably be expected to result in a Material Adverse Effect; (C) the Intellectual Property Rights owned by the Company and its subsidiaries and, to the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company and its subsidiaries have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would individually, or in the aggregate, together with any other claims in this subsection (u), reasonably be expected to result in a Material Adverse Effect; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany or its subsidiaries infringe, enforceability misappropriate or scope of otherwise violate any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company and its subsidiaries have not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violateswould individually, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under developmentaggregate, infringe or violate, together with any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and claims in this subsection (u) reasonably be expected to result in a Material Adverse Effect; (E) the Company is unaware not aware of any facts which would form a reasonable basis for prior art that could reasonably be expected to render any such action, suit, proceeding patent held by or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except subsidiary invalid or any U.S. patent application held by or licensed to the extent that Company or any subsidiary unpatentable which prior art was required to be disclosed to the U.S. Patent and Trademark Office during the prosecution of the applicable patent application and which was not so disclosed to the U.S. Patent and Trademark Office, the failure of which to ownso disclose would individually, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. To Effect; (F) to the Company’s knowledge, there are no material defects all prior art references relevant to the patentability of any pending claim of any patent applications comprising or that have resulted in Intellectual Property Rights known to the Company, applicable inventor(s) or licensors, or any of their counsel during the patents or prosecution of such patent applications included that were required to be disclosed to the relevant patent authority were so disclosed by the required time, except where the failure to so disclose would not individually, or in the Intellectual Property. The aggregate, reasonably be expected to result in a Material Adverse Effect, and, to the best of the Company’s knowledge, neither the Company nor any such inventor, licensor or counsel made any misrepresentation to, or omitted any material fact from, the relevant patent authority during such prosecution, which would individually, or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and its subsidiaries have taken all reasonable steps (G) to protectthe Company’s knowledge, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company or a subsidiary of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or a subsidiary of the Company, or actions undertaken by the employee while employed with the Company or a subsidiary of the Company and would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, all material technical information developed by and belonging to the Company and its subsidiaries for which they have not sought, and do not intend to seek to patent or otherwise protect pursuant to applicable intellectual property laws has been kept confidential or has been disclosed only under obligations of confidentiality. The duty of candor and good faith as required Company is not a party to or bound by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in any options, licenses or agreements with respect to the Intellectual Property have been complied with; Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and in all foreign offices having similar requirements, all such requirements have been complied withthe Prospectus and are not described therein. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiary subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or or, to the Company’s knowledge, any of their respective its or its subsidiaries’ officers, directors or employees or otherwise in violation of the rights of any persons persons, except in each case for such violations that would not reasonably be expected to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryEffect.

Intellectual Property Rights. Except as otherwise disclosed in To the Registration Statement or the ProspectusCompany’s knowledge, each of the Company and its subsidiaries ownthe Company Subsidiaries owns, or have obtained has the right to use pursuant to a valid and enforceable licenses forwritten license or has from the public domain, the inventionsfree and clear of any Liens, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary Intellectual Property sufficient for the conduct of their respective businesses its business as currently conducted conducted. All owned Intellectual Property that is registered with or as issued by a Governmental Entity is currently proposed in the name of the Company or one of the Company Subsidiaries and, to be conducted the Company’s knowledge, any such registrations that have issued are valid and enforceable. Other than ex parte examinations in the course of patent prosecution, there is no pending or, to the Company’s knowledge, threatened action, suit, other proceeding or claim by any Person challenging or contesting (collectivelyi) the validity, “ownership or enforceability of any Intellectual Property owned by the Company or any of the Company Subsidiaries, (ii) the use of any Intellectual Property by the Company or the Company Subsidiaries, or (iii) any other rights of the Company or the Company Subsidiaries in or to any such Intellectual Property”) except to , and none of the extent that Company or any of the failure to ownCompany Subsidiaries has received any written notice regarding any such action, possesssuit, license other proceeding or otherwise hold adequate rights to use such Intellectual Property would notclaim. To the Company’s knowledge, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property business of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partnot, and the Company is unaware none of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one any of the Company Subsidiaries has, infringed, misappropriated or more of its subsidiaries; and (ii) there otherwise violated, or is no infringement by third parties infringing, misappropriating or otherwise violating, any Intellectual Property of any Intellectual PropertyPerson. There is no pending or, to the Company’s knowledge, threatened action, suit, other proceeding or claim by others: (A) challenging any Person alleging that the Company’s rights in Company or to any of the Company Subsidiaries has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or violating, or otherwise using without authorization, any Intellectual PropertyProperty of any Person that is, or would reasonably be expected to be, material to the Company and its subsidiaries, taken as a whole, and none of the Company is unaware or any of the Company Subsidiaries has received any facts which would form a reasonable basis for written notice regarding, any such action, suit, other proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violatesis, or wouldwould reasonably be expected to be, upon material to the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiarysubsidiaries, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in taken as a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarywhole.

Intellectual Property Rights. Except as otherwise disclosed in (a) To the Registration Statement or the Prospectusknowledge of Target, the Company (i) Target and its subsidiaries ownSubsidiaries own all right, title and interest in or have obtained valid and enforceable licenses forrights to use, by license or other agreement, all of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Intellectual Property Rights that are currently used in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of Target’s or any of its Subsidiary’s business, free of all liens, pledges, charges, options, rights of first refusal, security interests or other encumbrances of any kind, (ii) no action, claim, arbitration, proceeding, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) has commenced, been brought or heard by or before any Governmental Entity or arbitrator or is pending or is threatened in writing by any third Person with respect to any Intellectual Property Rights owned or used by Target or any of its Subsidiaries in connection with their respective businesses as currently conducted, including any of the foregoing that alleges that the operation of any such business infringes, misappropriates, impairs, dilutes or otherwise violates the rights of others, and there are no grounds for the same, and Target and its Subsidiaries are not subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement, or other dispute involving any third Person’s Intellectual Property Rights, and (iii) no person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property Rights owned or used by Target or any of its Subsidiaries in connection with their respective businesses as currently conducted and neither Target nor any of its Subsidiaries has brought or as currently proposed to be conducted (collectivelythreatened any such claims, “Intellectual Property”) except to suits, arbitrations or other adversarial proceedings against any third party that remain unresolved. Excluded from the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notforegoing provisions of this Section 5.17 are matters that, individually or in the aggregateaggregate with other such matters not otherwise disclosed in Section 5.17 of the Target Disclosure Schedule, result in could not reasonably be expected to have a Material Adverse ChangeEffect. The conduct All of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such material Intellectual Property would not, individually owned or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged used by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company Target or any of its subsidiaries infringes Subsidiaries prior to the Closing will be owned or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis available for any such action, suit, proceeding or claim. The Company use by Target and its subsidiaries have complied with Subsidiaries immediately after the Closing on substantially the same terms of each agreement pursuant to which Intellectual Property has been licensed and conditions as prior to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryClosing.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, possess, and have all right, title, and interest in and to, free and clear of all liens and encumbrances, or (if disclosed to be licensed by the Company in the SEC Reports) have obtained the valid and enforceable licenses forright to use pursuant to a license, sublicense, agreement or permission, all Intellectual Property disclosed to be owned, licensed or used by the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Company or its subsidiaries in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelySEC Reports, “Intellectual Property”except such failure(s) except to the extent that the failure to own, possess, license possess or otherwise hold adequate have such rights to use such Intellectual Property as would notnot reasonably be expected to, individually or in the aggregate, result in a Material Adverse ChangeEffect, and to the Company’s knowledge, there are no unreleased liens or security interests which have been filed, or which the Company has received notice of, against any of the patents owned by the Company. The conduct Furthermore, (A) to the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others Intellectual Property, except to the extent that the failure to ownas such infringement, possess, license misappropriation or otherwise hold adequate rights to use such Intellectual Property violation would not, individually or in the aggregate, not result in a Material Adverse Change. The Effect; (B) to the Company’s knowledge, there is no pending or threatened, Action by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and to the Company’s knowledge, there are no facts which would form a reasonable basis for any such Action; (C) to the Company’s knowledge, the Intellectual Property of owned by the Company and its subsidiaries, and the Intellectual Property licensed to the Company and its subsidiaries, has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened actionAction by others challenging the validity, suitenforceability or scope of any such Intellectual Property, proceeding or claim by others: (A) challenging and, to the Company’s rights in or to any Intellectual Propertyknowledge, and the Company is unaware of any there are no facts which would form a reasonable basis for any such action, suit, proceeding or claimAction; (BD) challenging to the validityCompany’s knowledge, enforceability there is no pending or scope threatened Action by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual PropertyProperty or other proprietary rights of others, and neither the Company is unaware nor any of its subsidiaries has received any written notice of such Action, and, to the Company’s knowledge, there are no other facts which would form a reasonable basis for any such actionAction, suitexcept in each case for any Action as would not be reasonably expected to have a Material Adverse Effect; and (E) to the Company’s knowledge, proceeding or claim; or (C) asserting that no employee of the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty Company or any of candor and good faith as required its subsidiaries or actions undertaken by the United States employee while employed with the Company or any of its subsidiaries, except such violation as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (1) to the Company’s knowledge, the Company and its subsidiaries have disclosed to the U.S. Patent and Trademark Office during (USPTO) all information known to the Company to be relevant to the patentability of its inventions in accordance with 37 C.F.R. Section 1.56, and (2) to the Company’s knowledge, neither the Company nor any of its subsidiaries made any misrepresentation or concealed any information from the USPTO in any of the patents or patent applications owned or licensed to the Company, or in connection with the prosecution thereof, in violation of 37 C.F.R. Section 1.56. Except as would not reasonably be expected to have a Material Adverse Effect and to the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirementsCompany’s knowledge, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangementsx) employed by there are no facts that are reasonably likely to provide a basis for a finding that the Company or any of its subsidiaries has been obtained does not have clear title to the patents or is being used by patent applications owned or licensed to the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the other proprietary information rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development being owned by the Company or any subsidiary fall within of its subsidiaries, (y) no valid issued U.S. patent would be infringed by the scope activities of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryof its subsidiaries relating to products currently or proposed to be manufactured, used or sold by the Company or any of its subsidiaries and (z) there are no facts with respect to any issued patent owned that would cause any claim of any such patent not to be valid and enforceable with applicable regulations. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology and know- how.

Intellectual Property Rights. Except as otherwise disclosed in Section 3.17 of the Registration Statement Disclosure Schedule, (i) a Borrower or a Subsidiary, as the case may be, has the right to use all Intellectual Property used in its business, (ii) all registrations, on behalf of such Borrower or such Subsidiary with, and applications to, Governmental or Regulatory Authorities in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any Taxes or maintenance fees or the Prospectustaking of any other actions by such Borrower or such Subsidiary, as the Company and its subsidiaries owncase may be, to maintain their validity or effectiveness, (iii) there are no restrictions on the direct or indirect transfer of any license, or any interest therein, held by such Borrower or such Subsidiary, as the case may be, in respect of such Intellectual Property, (iv) the Borrowers have obtained valid delivered to each Lender documentation with respect to any invention, process, design, computer program or other know-how or trade secret included in such Intellectual Property, which documentation is accurate in all material respects and enforceable licenses forreasonably sufficient in detail and content to identify and explain such invention, process, design, computer program or other know-how or trade secret, (v) the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Borrowers and the Prospectus as being owned or licensed by them or which are necessary for Subsidiaries have taken reasonable security measures to protect the conduct secrecy, confidentiality and value of their respective businesses as currently conducted trade secrets, (vi) neither any Borrower nor any Subsidiary is, or as currently proposed to has received any notice that it is, in default (or with the giving of notice or lapse of time or both, would be conducted (collectively, “Intellectual Property”in default) except to the extent that the failure to own, possess, under any license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in (vii) neither any respect with Borrower nor any such rights of others except to the extent Subsidiary has any knowledge that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually is being infringed by any other Person. Neither any Borrower nor any Subsidiary has received notice that any Borrower or in the aggregate, result in a Material Adverse Change. The any Subsidiary is infringing any Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceableany other Person, in whole or in part, and the Company no claim is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledgeknowledge of the Borrowers and the Subsidiaries, threatened actionhas been made to such effect and, suitto the knowledge of the Borrowers and the Subsidiaries, proceeding or claim by others: (A) challenging the Company’s rights in or to neither any Borrower nor any Subsidiary is infringing any Intellectual Property, and the Company is unaware Property Rights of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryPerson.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the ProspectusSEC Reports, the Company and its subsidiaries Subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus SEC Reports as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to and the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others except others. To the Company’s Knowledge, the operation of the business of the Company, as now conducted or as proposed to be conducted in the SEC Reports, together with the Company’s use of the Company’s Intellectual Property, does not conflict with, infringe, misappropriate or otherwise violate the Intellectual Property of any third party. Except as disclosed in the SEC Reports, no actions, suits, claims or proceedings have been asserted, or, to the extent that Company’s Knowledge, threatened against the failure Company alleging any of the foregoing or seeking to ownchallenge, possessdeny or restrict the operation of the business of the Company and the Company is unaware of any facts which would form a reasonable basis for any such claim. Except as disclosed in the SEC Reports, license the Company has not received any notice of a claim of infringement, misappropriation or otherwise hold adequate rights to use such conflict with Intellectual Property rights of others, except for such claims that would not, individually or the in the aggregate, result in be reasonably expected to have a Material Adverse ChangeEffect. The Except as disclosed in the SEC Reports, the Intellectual Property of rights owned by the Company has and, to the Company’s Knowledge, any Intellectual Property rights licensed to the Company have not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Propertychallenge, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending orsuch actions, to the Company’s knowledgesuits, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violatesproceedings, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent claims that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or the in the aggregate, result in be reasonably expected to have a Material Adverse ChangeEffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included Except as otherwise disclosed in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protectSEC Reports, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant not a party to or bound by any options, licenses or agreements with a former employer where the basis of such violation relates respect to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and rights of any other person or entity that are required to be set forth in all foreign offices having similar requirements, all such requirements have been complied withthe SEC Reports. None of the Company owned Intellectual Property technology or technology (including information technology and outsourced arrangements) employed intellectual property used by the Company or in its subsidiaries business has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s Knowledge, any of their respective its officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. Except (i) as otherwise disclosed described in the Registration Statement Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus (ii) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in have a Material Adverse Change. The conduct , (A) to the Company’s knowledge, the Company owns or possesses the right to use all patents, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential technology and information, systems or procedures, and other material intellectual property (collectively, “Intellectual Property”) necessary to carry on its business as currently conducted, and as proposed to be conducted, in each case as described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus (collectively, “Company Intellectual Property”) and the Company is not aware of their respective businesses any claim to the contrary or any challenge by any other person or entity to the rights of the Company with respect to the foregoing; (B) each of the agreements described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, which include licensing or transfer of Intellectual Property (each an “Intellectual Property Agreement”) are valid, binding upon, and enforceable by or against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and general equitable principles; (C) the Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property Agreement, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property Agreement; (D) the Company has not received any notice from, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by, others that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus as under development, infringe or violate, any Intellectual Property or franchise right of any person or entity; (E) the Company has not instituted, and does not currently plan to institute, any claim against any person or entity for infringement of the Company Intellectual Property; (F) to the Company’s knowledge, no person or entity infringes or is otherwise in conflict with the Company Intellectual Property; (G) the Company has taken all steps reasonably necessary to protect, maintain and safeguard its rights in all Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements; (H) the consummation of the transactions contemplated by this Agreement will not infringeresult in the loss or impairment of or payment of any additional amounts with respect to, misappropriate or otherwise conflict nor require the consent of any other person in any respect with any such rights of others except to of, the extent that the failure Company’s right to own, possessuse, license or otherwise hold adequate rights to for use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property any of the Company Intellectual Property as owned, used or held for use in the conduct of its business; (I) the granted and issued government registered Company Intellectual Property owned or licensed by the Company is currently in force and has been properly maintained and has not been adjudged by a court of competent jurisdiction to be as invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the validity or scope of any such Intellectual Property nor to the Company’s rights knowledge is there any reasonable basis for such a claim; and (J) the pending government registered Company Intellectual Property owned or licensed by the Company is current, up-to-date and in or to any Intellectual Propertygood standing, and the Company has followed in all material respects all relevant laws, rules, procedures and requirements in the filing, prosecution and maintenance of such pending government registered Intellectual Property in the relevant jurisdiction to which such government registered Company Intellectual Property is unaware of any facts which would form a reasonable basis for any such actionpending. The Company has at all times complied in all material respects with all applicable laws relating to privacy, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Propertydata protection, and the Company is unaware collection and use of any facts which would form a reasonable basis personal information collected, used, or held for any such action, suit, proceeding or claim; or (C) asserting that use by the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or conduct of the Prospectus as under developmentCompany’s business. No claims have been asserted or, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the patents transactions contemplated hereby will not breach or patent applications included otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the Intellectual Propertyconduct of the Company’s business. The Company and its subsidiaries have taken all takes reasonable steps measures to protectensure that such information is protected against unauthorized access, maintain and safeguard their Intellectual Propertyuse, including the execution of appropriate nondisclosuremodification, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the or other misuse. The Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant not a party to or bound by any options, licenses or agreements with a former employer where the basis of such violation relates respect to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company other person or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except entity that are required to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described be set forth in the Registration Statement and Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryand are not described therein.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them it or which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) ), except to the extent that where the failure to own, possess, license own or otherwise hold adequate rights to use such obtain Intellectual Property would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The conduct To the Company’s knowledge, except as described in the Registration Statement, the Time of their respective businesses does Sale Prospectus and the Prospectus, and except as would not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notreasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledgeEffect: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any such Intellectual Property. There Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property effect. Except as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change. To Effect, to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, non-disclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company. The To the Company’s knowledge, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the duty of candor and good faith disclosure as required by the United States U.S. Patent and Trademark Office during the prosecution of the United States patents and patent applications included in within the Intellectual Property have been complied with; , and in all foreign offices having a similar requirementsrequirement, all such requirements have requirement has been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”), and (ii) the Company and its subsidiaries own, or which are have obtained valid and enforceable licenses for, or can acquire on reasonable terms, the Intellectual Property necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, the “Necessary Intellectual Property”) ), except to the extent that where the failure to own, possessfailure to possess a license to, license or otherwise hold adequate rights inability to use acquire any such Necessary Intellectual Property would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationEffect. To the Company's ’s knowledge: (iA) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is are disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariessubsidiaries and except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (iiB) there is no infringement by third parties of any Company Intellectual PropertyProperty that would reasonably be expected to have a Material Adverse Effect. There Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A1) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (B2) challenging the validity, enforceability or scope of any granted and issued government-registered Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; or (C3) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product conducting its business as currently conducted or service as currently proposed to be conducted as described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under developmentProspectus, infringe or violate, any valid, unexpired and issued government-registered patent, trademark, trade name, service name, copyright, trade secret name or other proprietary rights copyright of others, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed. The Company and its subsidiaries have complied or will comply in due time with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, except where failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as currently under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to and the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changepersons. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries ownowns or has valid, or have obtained valid binding and enforceable licenses for, or other rights under the inventionspatents, patent applications, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary for, or used in the conduct, or the proposed conduct, of the business of the Company in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Intellectual Property”); the patents, trademarks, trade names, service names, and copyrights, trade secrets if any, included within the Intellectual Property are valid and enforceable, and have been duly and properly filed and maintained; other intellectual property described than as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus as being owned Prospectus, (A) the Company is not obligated to pay a material royalty, grant a license to, or licensed by them or which are necessary for provide other material consideration to any third party in connection with the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”, (B) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware received any notice of any facts which would form a reasonable basis for claim of infringement, misappropriation or conflict with any such adjudication. To patent, copyright, know how, trademark, service xxxx, trade name or other proprietary rights of others with respect to any of the Company's knowledge: (i) there are no third parties who have rights to any ’s products, product candidates, services, processes or Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (iiC) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product, product candidate, service, or process described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe, misappropriate or violate any patent, copyright, know how, trademark, service xxxx, trade name or other proprietary rights of others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; , (BD) none of the technology employed by the Company has been obtained or is being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees or otherwise in violation of the rights of any persons, (E) no third party has any ownership right in or to any Intellectual Property that is owned by the Company, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than any customary reversionary rights of third-party licensors with respect to such Intellectual Property, (F) there is no material infringement by third parties of any Intellectual Property, (G) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of, or rights in or to, any Intellectual Property and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, and (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 Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied is in compliance with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, non-disclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required , or actions undertaken by the United States Patent and Trademark Office during employee while employed with the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or or, to the Company’s knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted in the Registration Statement and the Prospectus (collectively, “Intellectual Property”) except ); and to the extent that the failure to ownCompany’s knowledge, possess, license or any such licenses are valid and enforceable. Except as otherwise hold adequate rights to use such Intellectual Property would not, individually or disclosed in the aggregateProspectus, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more any of its subsidiaries, and the Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property from their employees and contractors; and (ii) there is no infringement by third parties of any Intellectual Property; (iii) the Company and its subsidiaries are not infringing the intellectual property rights of third parties; (iv) the Company is the sole owner of the Intellectual Property owned by it; and (v) no employee of the Company or any of its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries. There Except as otherwise disclosed in the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Propertyeffect. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product drug candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, domain names, technology, know-how and other intellectual property (including all registrations and applications for registration of any of the foregoing and all goodwill associated with any of the foregoing) described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned (“Company Owned Intellectual Property”) or licensed by them (“Company Licensed Intellectual Property”) or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication). To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors licenses with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) all Company Owned Intellectual Property is free and clear of all liens, encumbrances, or defects; (iii) there is no infringement by third parties of any Intellectual Property; (iv) the Company and its subsidiaries are not infringing or misappropriating the intellectual property rights of third parties; and (v) the Company and its subsidiaries are the sole owners of the Company Owned Intellectual Property and have the valid and enforceable right to use the Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to the co-owner, as applicable. The Company and its subsidiaries have taken reasonable steps necessary to secure assignments to their title, rights and interests in the Company Owned Intellectual Property from their employees, consultants, agents and contractors and to the Company’s knowledge, no employee of the Company or its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries. There is no pending or, to the Company’s knowledge, threatened or notices of action, suit, proceeding or claim by others: (A) challenging the Company’s Company and its subsidiaries’ rights in or to any Intellectual Property, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringe, misappropriate or otherwise violatesviolate, or would, upon the manufacturing or commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryits subsidiaries, and and, to the knowledge of the Company, all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary and its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries. No government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any subsidiaryIntellectual Property that is owned or purported to be owned by the Company and its subsidiaries that would confer upon any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property. The Company and its subsidiaries have taken commercially reasonable actions in accordance with customary industry practice to maintain and protect all Intellectual Property owned by or exclusively licensed to the Company or its subsidiaries, including the maintenance and protection of all trade secrets, know-how and other confidential information.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”) except ), and, to the extent that Company’s knowledge, the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for require any such adjudication. To the Company's ’s knowledge: (i) subject to ongoing inventorship determinations for recently filed patent applications, there are no third parties who have rights to any Intellectual Property, except for (a) customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (b) third-party exclusive licenses with respect to Intellectual Property that is disclosed in the Registration Documents as licensed by the Company, and (c) Cornell University’s interest in the patent family arising out of patent application PCT/US2018/057559 and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, others and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all appropriate reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changepersons. The product candidates candidates, their method of manufacture, and/or a method of their use described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarysubsidiary are otherwise described in such patents or patent applications in a manner that would support claim(s).

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) ), except to the extent that where the failure to so own, possess, license or otherwise hold adequate rights or acquire would not reasonably be expected to use such Intellectual Property would not, individually or in the aggregate, result in have a Material Adverse Change. The , and to the Company’s knowledge, the Company’s conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication, except as would not reasonably be expected to have a Material Adverse Change. To the Company's ’s knowledge: (i) there are no third parties who have rights to any material Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, except in each case as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and and, to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith , except as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included would not reasonably be expected, individually or in the Intellectual Property have been complied with; and aggregate, to result in all foreign offices having similar requirements, all such requirements have been complied witha Material Adverse Change. None of the Company owned material Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and each of its subsidiaries own, Subsidiaries owns or have obtained possesses or has valid and enforceable licenses for, the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and necessary for the conduct of the business of the Company and each of its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus as being owned will involve or licensed by them give rise to any infringement of, or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct Change (A) to the knowledge of their respective businesses does not and will not infringethe Company, misappropriate there is no infringement, misappropriation or otherwise conflict in violation by third parties of any respect with any such of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of others except the Company in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims referred to in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change. To ; and (E) to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The duty of candor and good faith as required Company is not a party to or bound by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in any options, licenses or agreements with respect to the Intellectual Property have been complied with; Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all foreign offices having similar requirements, all such requirements have been complied withmaterial respects the same description of the matters set forth in the preceding sentence. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s knowledge, any of their respective its officers, directors or employees employees, or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement The Company owns or the Prospectus, the Company and its subsidiaries own, possesses or have obtained has valid and enforceable licenses for, the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own, possess or have valid rights to use any of the foregoing would not reasonably be expected to result in a Material Adverse Change on the Company. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus as being owned would reasonably be expected to involve or licensed by them give rise to any infringement of, or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such similar fees for, any Intellectual Property Rights of others. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct : (A) to the knowledge of their respective businesses does not and will not infringethe Company, misappropriate there is no infringement, misappropriation or otherwise conflict in violation by third parties of any respect with any such of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of others except the Company in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or and (CE) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The duty of candor and good faith as required Company is not a party to or bound by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in any options, licenses or agreements with respect to the Intellectual Property have been complied with; Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all foreign offices having similar requirements, all such requirements have been complied withmaterial respects the same description of the matters set forth in the preceding sentence. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s knowledge, any of their respective its officers, directors or employees employees, or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. Except as otherwise expressly disclosed or described in the Registration Statement or Disclosure Package and the Prospectus, the Company and its subsidiaries own, Subsidiaries own or have obtained possess valid and enforceable licenses for, the inventions, patent applications, patents, or other rights to use all trademarks, trade names, service namesmarks, patent rights (including all patents and patent applications), copyrights, domain names, licenses, approvals, know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions, trade secrets, technologies, proprietary techniques (including processes and substances) and other similar rights (collectively, "Intellectual Property Rights") reasonably necessary to conduct its business as now conducted and as currently contemplated to be conducted as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, free and clear of all liens, claims and encumbrances, other than as described in the Registration Statement Statement, the Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for Prospectus; and the conduct expected expiration of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any of such Intellectual Property Rights would not, individually or in the aggregate, not result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or Other than as described in the aggregateRegistration Statement, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, Disclosure Package and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledgeProspectus: (i) there are no third parties who have any rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to in the Intellectual Property Rights that is disclosed could preclude the Company and its Subsidiaries from conducting their business as currently conducted or as presently contemplated to be conducted as described in the Registration Statement Statement, the Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiariesProspectus; and (ii) there is no infringement by third parties of any Intellectual Property. There is are no pending or, to the best knowledge of the Company’s knowledge, threatened actionactions, suitsuits, proceeding proceedings, investigations or claim claims by others: (A) others challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes Subsidiaries (or otherwise violates, or would, upon if the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been Rights are licensed to the Company or any subsidiaryof its Subsidiaries, and all such agreements are the licensor thereof) in full force and effect except any Intellectual Property owned or licensed to the extent that Company and its Subsidiaries; (iii) neither the failure to own, possess, license or otherwise hold adequate rights to use such Company nor any of its Subsidiaries nor (if the Intellectual Property would notRights are licensed to the Company and its Subsidiaries) the licensor thereof has infringed, individually or in received any notice of infringement of or conflict with, any rights of others with respect to the aggregate, result in a Material Adverse Change. To the Company’s knowledge, Intellectual Property; and (iv) there are is no material defects in dispute between any of the patents or patent applications included in the Company and its Subsidiaries and any licensor with respect to any Intellectual PropertyProperty Right. The Company and its subsidiaries Subsidiaries have taken all reasonable steps necessary or appropriate to protect, maintain and safeguard their the Intellectual PropertyProperty Rights for which improper or unauthorized disclosure would impair its value or validity and has entered into appropriate and enforceable (i) nondisclosure and confidentiality agreements, including the execution of appropriate nondisclosure, confidentiality agreements and (ii) invention assignment and other assignment agreements with all current employees and invention assignments with their employeescontractors, and no employee all past employees and contractors to the extent material to the business of the Company is and its Subsidiaries, and (iii) has made appropriate filings and registrations in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment connection with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryforegoing.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the ProspectusApplicable Prospectuses, the Company and each of its subsidiaries own, own or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, possess sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets and other intellectual property described in similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted and as the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently discloses is proposed to be conducted (collectivelyincluding the commercialization of products or services described in the Registration Statement, “the Time of Sale Prospectus and the Prospectus as under development); and the expected expiration of any of such Intellectual Property”Property Rights would not impact the Company’s ability to conduct their businesses as now conducted and as the Registration Statement, the Time of Sale Prospectus and the Prospectus discloses is proposed to be conducted (including the commercialization of products or services described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development) except to the extent that the failure to own, possess, license possess or otherwise hold adequate rights to use such Intellectual Property acquire on reasonable terms would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The conduct of their respective businesses does Except as would not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notreasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: except as disclosed in each Applicable Prospectus, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiariesRights; and (ii) there is no infringement by third parties of any Intellectual Property. There Property Rights; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; (Biv) 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 Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (C) asserting claim by others that the Company or any of its subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product products or service services described in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus as under development, infringe or violate, any existing patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant ; (vi) to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are is no material defects prior art that may render any patent application within the Intellectual Property Rights unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (vii) the product candidates described in any the Registration Statement, the Time of Sale prospectus and the Prospectus as under clinical development by the Company or its subsidiary fall within the scope of the claims of one or more patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protectowned by, maintain and safeguard their Intellectual Propertyor exclusively licensed to, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied withits subsidiary. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiary subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, any of its or any of their respective its subsidiary’s officers, directors or employees or otherwise in violation of the rights of any persons persons, except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use in each case for such Intellectual Property violations as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to and the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There With the exception of the U.S. Patent and Trademark Office’s and foreign governmental administrative agencies’ review of pending patent applications in connection with the prosecution of such applications in the ordinary course, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all Canadian or foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changepersons. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) ), except to the extent that where the failure to so own, possess, license or otherwise hold adequate rights or acquire would not reasonably be expected to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The , and, to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication, except as would not reasonably be expected to result in a Material Adverse Change. To the Company's ’s knowledge: (i) there are no third parties who have rights to any material Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withwith in all material respects; and in all foreign offices having similar requirements, all such requirements have been complied withwith in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons persons, except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in (a) Schedule 5.17 lists the Registration Statement or the Prospectusdomestic and foreign trade names, the Company trademarks, service marks, trademark registrations and its subsidiaries ownapplications, or have obtained valid service mark xxxistrations and enforceable licenses forapplications, the inventionspatents, patent applications, patentspatent licenses, trademarks, trade names, service names, copyrights, trade secrets software licenses and other intellectual property described copyright registrations and applications owned by the Company or used thereby in the Registration Statement operation of its business (collectively, the "Intellectual Property"), which Schedule indicates (i) the term and exclusivity of its rights with respect to the Prospectus as being Intellectual Property and (ii) whether each item of Intellectual Property is owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelyCompany, “Intellectual Property”) except to and if licensed, the extent that licensor and the failure to ownlicense fees therefor. Unless otherwise indicated on Schedule 5.17, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction the right to be invalid or unenforceable, in whole or in part, use and license the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware consummation of the transactions contemplated hereby will not result in the loss or material impairment of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope rights of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee Each item constituting part of the Company is Intellectual Property has been, to the extent indicated on Schedule 5.17, registered with, filed in or has been in violation of any term of any employment contractissued by, patent disclosure agreementas the case may be, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during or such other government entity, domestic or foreign, as is indicated on Schedule 5.17; all such registrations, filings and issuances remain in full force and effect; and all fees and other charges with respect thereto are current. Except as stated on Schedule 5.17, there are no pending proceedings or adverse claims made or, to the prosecution best knowledge of the United States patents and patent applications included Major Shareholders, threatened against the Company with respect to the Intellectual Property; there has been no litigation commenced or threatened in writing within the past five (5) years with respect to the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None or the rights of the Company owned therein; and the Major Shareholders have no knowledge that (i) the Intellectual Property or technology (including information technology and outsourced arrangements) employed the use thereof by the Company conflicts with any trade names, trademarks, service marks, trademark or service mark xxxistrations or applications, patents, patent applications, patent licenses or copyright registrations or applications of others ("Third Party Intellectual Property"), or (ii) such Third Party Intellectual Property or its subsidiaries has been obtained use by others or is being used any other conduct of a third party conflicts with or infringes upon the Intellectual Property or its use by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) ), except to the extent that the failure to own, possess, license own or otherwise hold possess adequate rights to use such Intellectual Property would notProperty, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. The Neither the Company nor any of its subsidiaries has received any written notice that the conduct of their respective businesses does not and will not infringeinfringes, misappropriate misappropriates or otherwise conflict conflicts in any material respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; , and (ii) except as set forth in the Registration Statement and the Prospectus, there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, in each case, where such action, suit, proceeding or claim would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect effect, except to the extent that where the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property comply would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except After giving effect to the Merger, except as otherwise disclosed in the Registration Statement or the Prospectusset forth on Schedule 3k, the Company and each of its subsidiaries ownowns, possesses, or have obtained valid and enforceable licenses forhas rights to use, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are all Intellectual Property necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as currently conducted or now conducted, except as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the such failure to own, possess, license possess or otherwise hold adequate have such rights would not reasonably be expected to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse ChangeEffect and there are no unreleased liens or security interests which have been filed, or which the Company has received notice of, against any of the patents owned to the Company. The conduct Furthermore, (A) to the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others Intellectual Property, except to the extent that the failure to ownas such infringement, possess, license misappropriation or otherwise hold adequate rights to use such Intellectual Property violation would not, individually or in the aggregate, not result in a Material Adverse Change. The Effect; (B) there is no pending or, to the Company’s knowledge, threatened, Action by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and to the Company’s knowledge, there are no facts which would form a reasonable basis for any such Action; (C) the Intellectual Property of owned by the Company and its subsidiaries, and to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries, has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened actionAction by others challenging the validity, suitenforceability or scope of any such Intellectual Property, proceeding or claim by others: (A) challenging and, to the Company’s rights in or to any Intellectual Propertyknowledge, and the Company is unaware of any there are no facts which would form a reasonable basis for any such action, suit, proceeding or claimAction; (BD) challenging there is no pending or, to the validityCompany’s knowledge, enforceability threatened Action by others that the Company or scope any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual PropertyProperty or other proprietary rights of others, and neither the Company is unaware nor any of its subsidiaries has received any written notice of such Action, and, to the Company’s knowledge, there are no other facts which would form a reasonable basis for any such actionAction, suitexcept in each case for any Action as would not be reasonably expected to have a Material Adverse Effect; and (E) to the Company’s knowledge, proceeding or claim; or (C) asserting that no employee of the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty Company or any of candor and good faith as required its subsidiaries or actions undertaken by the United States employee while employed with the Company or any of its subsidiaries, except such violation as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (1) the Company and its subsidiaries have disclosed to the U.S. Patent and Trademark Office during (USPTO) all information known to the Company to be relevant to the patentability of its inventions in accordance with 37 C.F.R. Section 1.56, and (2) neither the Company nor any of its subsidiaries made any misrepresentation or concealed any information from the USPTO in any of the patents or patent applications owned or licensed to the Company, or in connection with the prosecution thereof, in violation of 37 C.F.R. Section 1.56. Except as would not reasonably be expected to have a Material Adverse Effect and to the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirementsCompany’s knowledge, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangementsx) employed by there are no facts that are reasonably likely to provide a basis for a finding that the Company or any of its subsidiaries has been obtained does not have clear title to the patents or is being used by patent applications owned or licensed to the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the other proprietary information rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development being owned by the Company or any subsidiary fall within of its subsidiaries, (y) no valid issued U.S. patent would be infringed by the scope activities of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryof its subsidiaries relating to products currently or proposed to be manufactured, used or sold by the Company or any of its subsidiaries and (z) there are no facts with respect to any issued patent owned that would cause any claim of any such patent not to be valid and enforceable with applicable regulations. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology and know-how.

Intellectual Property Rights. Except as otherwise The Company or any Subsidiary thereof has interests in or uses only the Intellectual Property disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Schedule 3(p) in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for connection with the conduct of their respective businesses the business as currently conducted or as currently proposed to be conducted. Except as set forth on Schedule 3(p), the Company or any Subsidiary thereof either owns or has a valid and binding license to use each item of Intellectual Property set forth on Schedule 3(p). No other Intellectual Property is used or necessary in the conduct of the business as currently conducted or as proposed to be conducted. Except as disclosed in Schedule 3(p), (collectivelyi) the Company or any Subsidiary thereof has the exclusive right to use the Intellectual Property disclosed in Schedule 3(p), “(ii) all registrations with and applications to any Governmental or Regulatory Body in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any Taxes or maintenance fees or the taking of any other actions by the Company or any Subsidiary thereof to maintain their validity or effectiveness, (iii) there are no restrictions on the direct or indirect transfer of any license, or any interest therein, held by the Company or any Subsidiary thereof in respect of such Intellectual Property”, (iv) except the Company or any Subsidiary thereof has delivered to AAC prior to the extent execution of this Agreement documentation with respect to any invention, process, design, computer program or other know-how or trade secret included in such Intellectual Property, which documentation is accurate in all material respects and reasonably sufficient in detail and content to identify and explain such invention, process, design, computer program or other know-how or trade secret and to facilitate its full and proper use without reliance on the special knowledge or memory of any Person, (v) the Company or any Subsidiary thereof has taken reasonable security measures to protect the secrecy, confidentiality and value of its trade secrets in respect of the business, (vi) the Company or any Subsidiary thereof is not, nor has it received any notice that it is, in default (or with the failure to owngiving of notice or lapse of time or both, possess, would be in default) under any license or otherwise hold adequate rights to use such Intellectual Property would not, individually and (vii) the Company or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses any Subsidiary thereof does not and will not infringe, misappropriate or otherwise conflict in have any respect with any such rights of others except to the extent Knowledge that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notis being infringed by any other Person. Except as set forth on Schedule 3(p), individually the Company or in any Subsidiary thereof has not received notice that the aggregate, result in a Material Adverse Change. The Company or any Subsidiary thereof is infringing any Intellectual Property of any other Person in connection with the Company has not been adjudged by a court conduct of competent jurisdiction the business as currently conducted or as proposed to be invalid or unenforceable, in whole or in part, and the Company conducted; no claim is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware Knowledge of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violatesSubsidiary thereof, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed made to such effect that has not been resolved; and, to the Knowledge of the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed toSubsidiary thereof, the Company or any subsidiarySubsidiary thereof is not infringing any Intellectual Property rights of any other Person in connection with the conduct of the business as currently conducted or as proposed to be conducted.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the ProspectusAll information, the Company ideas, concepts, improvements, discoveries, and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applicationswhether patentable or not, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted conceived, made, developed or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notacquired by XXXX, individually or in conjunction with others, during XXXXx employment by CLORACKS (whether during business hours or otherwise and whether on CLORACKS's premises or otherwise) which relate to CLORACKS's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the aggregateidentity of customers or their requirements, result in the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all writings or materials of any type embodying any of such items, shall be disclosed to CLORACKS and are and shall be the sole and exclusive property of CLORACKS. NON-COMPETE AGREEMENT, XXXX recognizes that the various items of Information are special and unique assets of the company and need to be protected from improper disclosure. In consideration of the disclosure of the Information to XXXX, XXXX agrees and covenants that for a Material Adverse Change. The conduct period of their respective businesses does not and 3 years following the termination of this Agreement, whether such termination is voluntary or involuntary, XXXX will not infringe, misappropriate or otherwise conflict directly 01* indirectly engage in any respect business competitive with any such rights of others except CLORACKS. This covenant shall apply to the extent geographical area that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property includes all of the Company has State of Nevada. Directly or indirectly engaging in any competitive business includes, but is not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledgelimited to: (i) there are no third parties who have rights to any Intellectual Propertyengaging in a business as owner, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company partner, or one or more of its subsidiaries; and agent, (ii) there becoming an employee, rendering advice or offering services to <my third party that is no infringement by engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer or current Executive or Employee of CLORACKS for the benefit of a third parties party that is engaged in such business. XXXX agrees that this non-compete provision will not adversely affect RAUL's livelihood. During the Employment Period, XXXX will devote XXXXx full-time efforts to the business of CLORACKS and will not engage in consulting work or any trade or business for his own account or for or on behalf of any Intellectual Propertyother person, firm or corporation that competes, conflicts or interferes with the performance of his duties under this Agreement. There is no pending orBENEFITS, XXXX shall be entitled to emplojmient benefits, including holidays, personal leave, sick leave, vacation, health insurance, disability insurance, life insurance and pension plan as provided by CLORACKS's policies in effect from time to time. CLORACKS CORPORATION in its sole discretion may, from time to time, award CLORACKS CORPORATION a bonus (the Company’s knowledgeBonus). CLORACKS CORPORATION in its sole discretion may, threatened actionfrom time to time, suit, proceeding or claim award Xxxx Xxxxxxxx option to purchase shares of the Employers capital stock (the Stock). TERM/TERMINATION* RAUL's employment under this Agreement shall be for an unspecified term on an Mat will" basis. This Agreement may be terminated by others: (A) challenging the Company’s rights in or to any Intellectual PropertyCLORACKS upon "10 days" written notice written notice, and by XXXX upon "10 days" written notice written notice. If CLORACKS shall so terminate this Agreement, XXXX shall be entitled to compensation for 2 weeks beyond the Company termination date of such termination, unless XXXX is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of this Agreement. If XXXX is in violation of this Agreement, CLORACKS may terminate employment with cause without notice and with compensation to XXXX only to the date of such termination. As used in this Agreement, the term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any term criminal act involving moral turpitude. The compensation paid under this Agreement shall be RAUL's exclusive remedy. If RAUL's employment is terminated by CLORACKS without cause, XXXX shall continue to receive XXXXx base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of 2 weeks from the effective date of termination (the "Severance Period"). The salary and fringe benefits to be paid are referred to herein as the "Termination Compensation." XXXX shall not be entitled to any Termination Compensation unless: (i) XXXX complies with all surviving provisions of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreementconfidentiality agreement or inventions assignment agreement that XXXX signed, or and (ii) XXXX executes and delivers to CLORACKS after a notice of termination a release in form and substance acceptable to CLORACKS, by which XXXX releases CLORACKS from any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor obligations and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation liabilities of any contractual obligation binding on the Company or its subsidiaries or any of their respective officerstype whatsoever under this Agreement, directors or employees or otherwise in violation of the rights of any persons except for CLORACKS's obligations with respect to the extent Termination Compensation, and that the failure release shall not affect RAUL's right to ownindemnification, possessif any, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall for actions taken within the scope of XXXXx employment. Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided until all applicable revocation periods have fully expired, and the claims of one or more patents owned bymutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for RAUL's release. If Xxxx Xxxxxxxx terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require Xxxx Xxxxxxxx to continue to perform Xxxx Mansuetos duties hereunder for the frill notice period, or exclusively licensed to(ii) terminate Xxxx Xxxxxxxx'x employment at any time during such notice period, the Company or provided that any subsidiarysuch termination shall not be deemed to be a termination without cause of Xxxx Xxxxxxxx'x employment by CLORACKS CORPORATION. Unless otherwise provided by this Section, all compensation and benefits paid by CLORACKS CORPORATION to Xxxx Xxxxxxxx shall cease upon his last day of employment.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Information and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted conducted, except where the failure to so own or hold as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication). To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Information and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Information or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. The product candidates described in the Registration Statement Statement, the Time of Sale Information and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, know-how, (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information) and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or or, to their knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except with respect to the extent that commercialization of the product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except where the failure to own, possess, own or license or otherwise hold adequate such rights to use such Intellectual Property would not, individually or in the aggregate, result in have a Material Adverse Change. The Effect) (collectively, “Intellectual Property”), and, to their knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, part and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there There are no third parties who have rights to any Intellectual Property, except for for: (i) the exclusive license granted to Jazz Pharmaceuticals plc, pursuant to the Collaboration and License Agreement, dated January 2, 2019; (ii) the option to enter into an exclusive license granted to Sarepta Therapeutics, Inc., pursuant to the Research License and Option Agreement, dated June 17, 2020; and (iii) any customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) and, to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. Other than as disclosed in the Time of Sale Prospectus and the Prospectus, neither the Company nor any subsidiary is obligated to pay any material royalty, grant a material license or provide other material consideration to any third party in connection with the Intellectual Property or in connection with the manufacture, use or sale of any of the Company’s product candidates. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, to the Company’s knowledge, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or pending patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement The Company owns or the Prospectus, the Company and its subsidiaries own, possesses or have obtained has valid and enforceable licenses for, the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmark registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own, possess or have valid rights to use any of the foregoing would not reasonably be expected to have a material adverse effect on the Company. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus as being owned would reasonably be expected to involve or licensed by them give rise to any infringement of, or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such similar fees for, any Intellectual Property Rights of others. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct Change (A) to the knowledge of their respective businesses does not and will not infringethe Company, misappropriate there is no infringement, misappropriation or otherwise conflict in violation by third parties of any respect with any such of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of others except the Company in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change. To ; and (E) to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required , or actions undertaken by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of employee while employed with the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except could reasonably be expected to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notresult, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. The Company has not committed any act or omitted to undertake any act the effect of such commission or omission would be expected to result in a legal determination that any item of Intellectual Property Rights thereby was rendered invalid or unenforceable in whole or in part. The manufacture, use and sale of the product candidates described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more claims of the patents owned by, or exclusively licensed topatent applications included in the Intellectual Property Rights. Other than information disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property Rights that are owned or purported to be owned by the Company that would confer upon any governmental agency or body, university, college, other educational institution or research center any subsidiaryclaim or right in or to any such Intellectual Property Rights.

Intellectual Property Rights. Except as otherwise disclosed in (a) Schedule 3.15 contains a complete and accurate list of all (a) patented or registered Intellectual Property Rights owned or used by the Registration Statement Issuer or any Subsidiary and material to the Prospectus, business of the Company Issuer and its subsidiaries ownSubsidiaries, (b) pending patent applications and applications for registration of other Intellectual Property Rights filed by the Issuer or any Subsidiary material to the business of the Issuer and its Subsidiaries, (c) material unregistered trade names and corporate names owned or used by the Issuer or any Subsidiary and (d) material unregistered trademarks, service marks, copyrights, mask works and computer software (other than commercially available computer software) owned or used by the Issuer or any Subsidiary and material to the business of the Issuer and its Subsidiaries. Schedule 3.15 also contains a complete and accurate list of all material licenses and other material rights granted by the Issuer or any Subsidiary to any third party with respect to any Intellectual Property Rights and all material licenses and other material rights granted by any third party to the Issuer or any Subsidiary with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. The Issuer or one of its Subsidiaries is the beneficial and record owner of all right, title and interest to, or have obtained has the right to use pursuant to a valid and enforceable licenses forlicense, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are all Intellectual Property Rights necessary for the conduct operation of their respective the businesses of the Issuer and its Subsidiaries as currently presently conducted or and as currently presently proposed to be conducted (collectivelyconducted, “Intellectual Property”) free and clear of all Liens, except to the extent that where the failure to own, possess, license or otherwise hold adequate rights to use have such Intellectual Property right would not, individually or in the aggregate, result in not have a Material Adverse ChangeEffect. The conduct loss or expiration of their respective businesses does any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the Issuer or any Subsidiary would not reasonably be expected to have a Material Adverse Effect and will not infringeno such loss or expiration is, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that best of the Issuer's knowledge, threatened, pending or reasonably foreseeable. The Issuer and its Subsidiaries have taken all necessary actions to maintain and protect the Intellectual Property Rights which they own, except where the failure to own, possess, license or otherwise hold adequate rights to use have taken such Intellectual Property actions would not, individually or in the aggregate, result in not have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationEffect. To the Companybest of the Issuer's knowledge: (i) there are no third parties who have rights to , the owners of any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company Issuer or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries Subsidiary have taken all reasonable steps necessary actions to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in protect the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all Rights which are subject to such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarylicenses.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company Parent and its subsidiaries own, possess, license or have obtained valid and enforceable licenses for, the inventionsother rights to use all material patents, patent applications, patentstrademarks, trademarkscopyrights, service marks, trade names, service namestrade secrets, copyrightsknow-how, trade secrets confidential information, proprietary information and other intellectual property described in necessary to conduct the Registration Statement and the Prospectus as being owned or licensed business now operated by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted in all material respects (collectively, “Intellectual Property”) ), except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as disclosed in the aggregate, result in a Material Adverse ChangePricing Disclosure Package. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any With respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed as described in the Registration Statement and the Prospectus as licensed Pricing Disclosure Package, to the Company or one or more knowledge of its subsidiaries; Parent, the Issuers and their subsidiaries (iiA) there is no infringement by third parties of any such Intellectual Property. There Property that would have a Material Adverse Effect; (B) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights of Parent or any of its subsidiaries in or to any such Intellectual PropertyProperty that would reasonably be expected to have, and individually or in the Company aggregate, a Material Adverse Effect; (C) there is unaware of any facts which would form a reasonable basis for any such no pending or threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability validity or scope of such Intellectual Property that if determined adversely to Parent or any Intellectual Property, and the Company of its subsidiaries would have a Material Adverse Effect; (D) there is unaware of any facts which would form a reasonable basis for any such no pending or threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company Parent or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade namecopyright, service name, copyrightxxxx, trade secret or other proprietary rights right, information or material of others, and the Company is unaware of any facts which others that would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant reasonably be expected to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would nothave, individually or in the aggregate, result in a Material Adverse Change. To Effect; (E) there is no patent or patent application that contains claims that dominate or may dominate any Intellectual Property referred to in the Company’s knowledge, there are no material defects in any Pricing Disclosure Package or that is necessary for the conduct of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution business of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company Parent or its subsidiaries or any of their respective officers, directors that interferes with the issued or employees or otherwise in violation of the rights pending claims of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property Property, except as would not, individually or in the aggregate, result in not have a Material Adverse ChangeEffect; and (F) there is no prior invention that may render any patent held by Parent or its subsidiaries invalid or any patent application submitted by Parent or any of its subsidiaries unpatentable which prior invention has not been disclosed to the relevant patent and trademark authorities, except as would not have a Material Adverse Effect. The product candidates described statements contained in the Registration Statement Pricing Disclosure Package relating to Intellectual Property under the headings “Risk Factors—Risks Relating to Our Business—If generic products that compete with any of our branded pharmaceutical products are approved and sold, sales of our products may be adversely affected,” “—Our trademarks, patents and other intellectual property are valuable assets and if we are unable to protect them from infringement or challenges, our business prospects may be harmed,” “—Recent legal and regulatory requirements could make it more difficult for us to obtain new or expanded approvals for our products, and could limit or make more burdensome our ability to commercialize our approved products” and “—Delays and uncertainties in clinical trials or the Prospectus government approval process for new products could result in lost market opportunities and hamper our ability to recoup costs associated with product development,” and under “Business—Our Principal Products” and “—Patents, Proprietary Rights and Trademarks,” insofar as under development by the Company such statements and other references summarize legal matters, agreements, documents or any subsidiary fall within the scope proceedings, are accurate and fair summaries in all material respects of the claims of one such legal matters, agreements, documents or more patents owned by, or exclusively licensed to, the Company or any subsidiaryproceedings.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to ), and the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement or the Prospectus, to the extent that Company’s knowledge, none of the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement or the Prospectus; and (ii) there is no infringement infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, . Other than as disclosed in the Registration Statement and the Prospectus, neither the Company nor its subsidiaries is unaware of obligated to pay a material royalty, grant a license or option, or provide other material consideration to any facts which would form a reasonable basis for any such action, suit, proceeding or claimthird party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except effect. All patents and patent applications owned by or exclusively licensed to the extent that Company or any of its affiliates or under which the failure Company or any of its affiliates has rights have, to ownthe knowledge of the Company, possessbeen duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, license or otherwise hold adequate rights the parties prosecuting such applications have complied with their duty of disclosure to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse ChangeUSPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreementowned by, or any restrictive covenant exclusively licensed to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except and there are no facts required to be disclosed to the extent USPTO that were not disclosed to the failure to own, possess, license or otherwise hold adequate rights to use USPTO and which would preclude the grant of a patent in connection with any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeapplication. The product candidates products described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the ProspectusAll information, the Company ideas, concepts, improvements, discoveries, and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applicationswhether patentable or not, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted conceived, made, developed or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notacquired by XXXX, individually or in conjunction with others, during XXXXx employment by CLORACKS (whether during business hours or otherwise and whether on CLORACKS's premises or otherwise) which relate to CLORACKS's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the aggregateidentity of customers or their requirements, result in the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all writings or materials of any type embodying any of such items, shall be disclosed to CLORACKS and are and shall be the sole and exclusive property of CLORACKS. NON-COMPETE AGREEMENT, XXXX recognizes that the various items of Information are special and unique assets of the company and need to be protected from improper disclosure. In consideration of the disclosure of the Information to XXXX, XXXX agrees and covenants that for a Material Adverse Change. The conduct period of their respective businesses does not and 3 years following the termination of this Agreement, whether such termination is voluntary or involuntary, XXXX will not infringe, misappropriate or otherwise conflict directly 01* indirectly engage in any respect business competitive with any such rights of others except CLORACKS. This covenant shall apply to the extent geographical area that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property includes all of the Company has State of Nevada. Directly or indirectly engaging in any competitive business includes, but is not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledgelimited to: (i) there are no third parties who have rights to any Intellectual Propertyengaging in a business as owner, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company partner, or one or more of its subsidiaries; and agent, (ii) there becoming an employee, rendering advice or offering services to <my third party that is no infringement by engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer or current Executive or Employee of CLORACKS for the benefit of a third parties party that is engaged in such business. XXXX agrees that this non-compete provision will not adversely affect RAUL's livelihood. During the Employment Period, XXXX will devote XXXXx full-time efforts to the business of CLORACKS and will not engage in consulting work or any trade or business for his own account or for or on behalf of any Intellectual Propertyother person, firm or corporation that competes, conflicts or interferes with the performance of his duties under this Agreement. There is no pending orBENEFITS, XXXX shall be entitled to employment benefits, including holidays, personal leave, sick leave, vacation, health insurance, disability insurance, life insurance and pension plan as provided by CLORACKS's policies in effect from time to time. CLORACKS CORPORATION in its sole discretion may, from time to time, award CLORACKS CORPORATION a bonus (the Company’s knowledgeBonus). CLORACKS CORPORATION in its sole discretion may, threatened actionfrom time to time, suit, proceeding or claim award Xxxx Xxxxxxxx option to purchase shares of the Employers capital stock (the Stock). TERM/TERMINATION* RAUL's employment under this Agreement shall be for an unspecified term on an Mat will" basis. This Agreement may be terminated by others: (A) challenging the Company’s rights in or to any Intellectual PropertyCLORACKS upon "10 days" written notice written notice, and by XXXX upon "10 days" written notice written notice. If CLORACKS shall so terminate this Agreement, XXXX shall be entitled to compensation for 2 weeks beyond the Company termination date of such termination, unless XXXX is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of this Agreement. If XXXX is in violation of this Agreement, CLORACKS may terminate employment with cause without notice and with compensation to XXXX only to the date of such termination. As used in this Agreement, the term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any term criminal act involving moral turpitude. The compensation paid under this Agreement shall be RAUL's exclusive remedy. If RAUL's employment is terminated by CLORACKS without cause, XXXX shall continue to receive XXXXx base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of 2 weeks from the effective date of termination (the "Severance Period"). The salary and fringe benefits to be paid are referred to herein as the "Termination Compensation." XXXX shall not be entitled to any Termination Compensation unless: (i) XXXX complies with all surviving provisions of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreementconfidentiality agreement or inventions assignment agreement that XXXX signed, or and (ii) XXXX executes and delivers to CLORACKS after a notice of termination a release in form and substance acceptable to CLORACKS, by which XXXX releases CLORACKS from any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor obligations and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation liabilities of any contractual obligation binding on the Company or its subsidiaries or any of their respective officerstype whatsoever under this Agreement, directors or employees or otherwise in violation of the rights of any persons except for CLORACKS's obligations with respect to the extent Termination Compensation, and that the failure release shall not affect RAUL's right to ownindemnification, possessif any, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall for actions taken within the scope of XXXXx employment. Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided until all applicable revocation periods have fully expired, and the claims of one or more patents owned bymutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for RAUL's release. If Xxxx Xxxxxxxx terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require Xxxx Xxxxxxxx to continue to perform Xxxx Mansuetos duties hereunder for the frill notice period, or exclusively licensed to(ii) terminate Xxxx Xxxxxxxx'x employment at any time during such notice period, the Company or provided that any subsidiarysuch termination shall not be deemed to be a termination without cause of Xxxx Xxxxxxxx'x employment by CLORACKS CORPORATION. Unless otherwise provided by this Section, all compensation and benefits paid by CLORACKS CORPORATION to Xxxx Xxxxxxxx shall cease upon his last day of employment.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement The Company owns, possesses or the Prospectuscan acquire on reasonable terms sufficient trademarks, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarksservice marks, trade names, service patents, copyrights (including registrations and applications for any of the foregoing), domain names, copyrightslicenses, approvals, trade secrets secrets, know how, inventions, technology and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted similar rights (collectively, “Intellectual PropertyProperty Rights”) except reasonably necessary to conduct its business as now conducted and as proposed to be conducted as set forth in the SEC Documents. To the Company’s knowledge, the operation of the business of the Company, as now conducted or as proposed to be conducted in the SEC Documents, together with the Company’s use of the Company’s Intellectual Property Rights, does not conflict with, infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party. Except as disclosed in the SEC Documents, no actions, suits, claims or proceedings have been asserted, or, to the extent that best of our knowledge, threatened against the failure Company alleging any of the foregoing or seeking to ownchallenge, possessdeny or restrict the operation of the business of the Company and the Company is unaware of any facts which would form a reasonable basis for any such claim. Except as disclosed in the SEC Documents, license the Company has not received any notice of a claim of infringement, misappropriation or otherwise hold adequate rights to use such conflict with Intellectual Property Rights of others, except for such claims that would not, individually or the in the aggregate, result in be reasonably expected to have a Material Adverse ChangeEffect. The conduct of their respective businesses does not and will not infringeExcept as disclosed in the SEC Documents, misappropriate or otherwise conflict in any respect with any such rights of others except the Intellectual Property Rights owned by the Company and, to the extent that knowledge of the failure to ownCompany, possess, license or otherwise hold adequate rights to use such any Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of Rights licensed to the Company has have not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened material action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Propertychallenge, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending orsuch actions, to the Company’s knowledgesuits, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violatesproceedings, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent claims that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or the in the aggregate, result in be reasonably expected to have a Material Adverse ChangeEffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included Except as otherwise disclosed in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protectSEC Documents, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant not a party to or bound by any options, licenses or agreements with a former employer where the basis of such violation relates respect to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and Rights of any other person or entity that are required to be set forth in all foreign offices having similar requirements, all such requirements have been complied withthe SEC Documents. None of the Company owned Intellectual Property technology or technology (including information technology and outsourced arrangements) employed intellectual property used by the Company or in its subsidiaries business has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s knowledge, any of their respective its officers, directors or employees or otherwise in violation of the rights of any persons except persons. The Company has duly and properly filed or caused to be filed with the U.S. Patent and Trademark Office (the “PTO”), foreign patent authorities and/or international patent authorities all patent applications disclosed in the SEC Documents as owned by the Company (the “Company Patent Applications”). The Company has complied with the PTO’s duty of candor and disclosure for the Company Patent Applications and has made no material misrepresentation during prosecution of the Company Patent Applications. To the Company’s knowledge, the Company Patent Applications disclose patentable subject matters, correctly name the inventors of the claimed subject matter and the Company has not been notified of any inventorship challenges nor has any interference been declared or provoked. In addition, no material fact is known by the Company that would preclude the issuance of patents with respect to the extent Company Patent Applications, or that would render such patents, if issued, invalid or unenforceable. The Company has used its commercially reasonable efforts, but in no event less than those efforts which would accord with normal industry practice, to maintain the failure confidentiality of the trade secrets and other confidential Intellectual Property Rights used in connection with the Company’s business. Except as would not reasonably be expected to ownhave a Material Adverse Effect, possessall material trade secrets used in connection with the Company’s business are valid and protectable. Furthermore, license (i) there has been no misappropriation of any material trade secrets or otherwise hold adequate other material confidential Intellectual Property Rights used in connection with the business of the Company by any person; (ii) no employee, independent contractor or agent of the Company has misappropriated any trade secrets of any other person in the course of performance as an employee, independent contractor or agent of the Company; (iii) no third party is using or has been granted any rights to use such any trade secret or other confidential Intellectual Property Rights material to the business of the Company; and (iv) no employee, independent contractor or agent of the Company is in default or breach of any term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of Intellectual Property Rights, in each case, except as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryEffect.

Intellectual Property Rights. Except as otherwise disclosed All details, documents, illustrations and content published on this App are the sole property of Ascensia or its licensors. You must not use any of the App’s content for commercial purposes without obtaining a license to do so from us or our licensors. Any permission to use the same is granted on the proviso that the relevant copyright note and proprietary marks are displayed on all copies, that such details are only used for personal purposes, that they are not exploited commercially, that the details are not modified in any way and that all illustrations gained from the Registration Statement or App are only used in conjunction with the Prospectusaccompanying text. The structure, design, and organization of the Company App and its subsidiaries ownthe Services is the exclusive property, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, valuable trade secrets and other confidential information of Ascensia and/or its licensors and title to the App shall at all times remain with Ascensia and/or its licensors. Except as expressly stated herein, this XXXX does not grant you any intellectual property described rights in the Registration Statement App, or any component thereof, and the Prospectus as being owned or licensed all rights not expressly granted to you under this XXXX are reserved to and retained by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except Ascensia and/or its suppliers. Notwithstanding anything contained in this XXXX to the extent contrary, Ascensia reserves the right to make available, distribute or release the App under different license terms or to stop distributing, making available or releasing the App at any time. Ascensia is the licensor or the licensee of all intellectual property rights in this App, and in the material published on it, unless otherwise noted or in any other way perceivable as third party rights. Those works are protected by intellectual property laws and treaties around the world and any unauthorized use of these works is expressly prohibited. All such rights are reserved. You agree to notify Ascensia immediately of any pirating, infringement or imitation of the App, intellectual property rights or sales literature of Ascensia which comes to your attention during the Term. If you learn of a threat, demand, allegation, or indication that the failure to own, possess, license App or otherwise hold adequate Services infringes or misappropriates any third party intellectual property rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does (including but not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights limited to any Intellectual Propertypatent, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patentcopyright, trademark, trade namedress, service nameor trade secret) (“Intellectual Property Claim”), copyright, trade secret or other proprietary rights you will notify Ascensia promptly of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company Ascensia may, in its sole discretion, elect to assume sole control of the defense and its subsidiaries have complied with the terms settlement of each agreement pursuant to which said Intellectual Property has been licensed Claim and you will provide reasonable information and assistance to Ascensia for the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis defense of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryclaim.

Intellectual Property Rights. Except (a) To the Company's knowledge and except as otherwise disclosed in the Registration Statement Disclosure Package: the Company and its Subsidiaries have good and marketable title to and own their inventions, licenses, patents, trade secrets or other proprietary know-how (the "Intellectual Property Rights") free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's or its Subsidiaries' ownership or use of the Intellectual Property Rights or materially detract from the value thereof; no proceedings have been instituted or are pending which challenge the Company's or its Subsidiaries' rights to the Intellectual Property Rights or the Prospectusvalidity thereof; all material rights or inventions conceived by any employee or consultant of the Company or its Subsidiaries during the scope of their services for the Company or its Subsidiaries have been disclosed and effectively assigned to the Company or its Subsidiaries; and with respect to the Intellectual Property Rights licensed by the Company and its Subsidiaries, such licenses are in full force and effect, the Company and its subsidiaries ownSubsidiaries are in compliance with the terms and provisions thereof, and no event has occurred which, with notice or lapse of time or both, would constitute a breach or violation thereof which could have obtained valid a material adverse effect on the financial condition, business or properties of the Company and enforceable licenses forits Subsidiaries taken as a whole, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned Company and its Subsidiaries hold a valid license free of any liens, claims or licensed by them or encumbrances which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would do not and will not, individually or in the aggregate, result in have a Material Adverse Change. The conduct of their respective businesses does not and will not infringematerial adverse effect on the financial condition, misappropriate business or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property properties of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in Subsidiaries taken as a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarywhole.

Intellectual Property Rights. Except as otherwise disclosed in expressly set forth herein, Bourbon alone (and its licensors, where applicable) will retain all rights relating to the Registration Statement Service or the ProspectusSoftware or any intellectual property rights, technology, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided or created by Customer or any third party relating to the Company Service and/or the Software, which are hereby assigned to Bourbon. Customer acknowledges that it does not have any ownership or license or (except for the limited non-exclusive right to use the Service as expressly stated in this Agreement) other rights relating to the Service or the Software or any precursors thereof or components thereof or any intellectual property relating to or embodied in any of the foregoing. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Customer is hereby granted a non-exclusive, nontransferable, revocable right to use the Resulting Data for its internal analysis purposes only. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or Software, or any intellectual property rights. Bourbon will obtain and process messages via any platform, SMS content/data provided by or on behalf of Customer (“Content”) only to perform its obligations under this Agreement. Customer and its subsidiaries ownlicensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Content distributed through the Services and the intellectual property rights with respect to that Content. If Bourbon receives any notice or claim that any Content, or have obtained valid activities hereunder with respect to any Content, may infringe or violate rights of a third party (a “Claim”), Bourbon may (but is not required to) suspend activity hereunder with respect to that Content and enforceable licenses forCustomer will indemnify Bourbon from all liability, the inventionsdamages, patent applicationssettlements, patents, trademarks, trade names, service names, copyrights, trade secrets attorney fees and other intellectual property described costs and expenses in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect connection with any such rights Claim, as incurred. Bourbon shall hold Customer harmless from liability to unaffiliated third parties resulting from infringement by the Service of others except any patent or any copyright or misappropriation of any trade secret, provided Xxxxxxx is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeassume sole control over defense and settlement; Bourbon will not be responsible for any settlement it does not approve. The Intellectual Property foregoing obligations do not apply with respect to portions or components of the Company has Services (i) not been adjudged created by a court of competent jurisdiction to be invalid or unenforceableBourbon, (ii) resulting in whole or in partpart in accordance from Customer specifications, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (iiii) there that are no third parties who have rights to any Intellectual Propertymodified after delivery by Bourbon, except for customary reversionary rights of third-party licensors (iv) combined with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company other products, processes or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer materials where the basis of such violation alleged infringement relates to such employeecombination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s employment use of is not strictly in accordance with the Companythis Agreement and all related documentation. The duty Customer will indemnify Bourbon from all damages, costs, settlements, attorneys' fees and expenses related to any claim of candor and good faith as required infringement or misappropriation excluded from Bourbon's indemnity obligation by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypreceding sentence.

Intellectual Property Rights. Except as otherwise disclosed in To the Registration Statement or the ProspectusCompany’s knowledge, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except ), and, to the extent that Company’s knowledge, the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and such Intellectual Property is owned by the Company or its affiliates free and clear of all material liens, security interests, or encumbrances; and (ii) there is no infringement material infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole; and (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is unaware of obligated to pay a material royalty, grant a license or option, or provide other material consideration to any facts which third party in connection with the Company’s Intellectual Property. Except as would form not reasonably be expected, individually or in the aggregate, to have a reasonable basis for any such actionMaterial Adverse Effect, suit, proceeding or claim. The the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in owned by, co-owned by, or exclusively licensed to the Intellectual PropertyCompany or its subsidiaries. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and consultants or independent contractors, and, to the Company’s knowledge, no employee employee, consultant, or independent contractor of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The To the Company’s knowledge, all patents and patent applications owned by, co-owned by, or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have are, to the knowledge of the Company, being diligently maintained except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office USPTO during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary subsidiaries in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changepersons. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (1) described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them it or (2) which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted (collectively, “Intellectual Property”) except to in the extent that case of clause (2) where the failure to own, possess, license possess or otherwise hold adequate acquire such rights to use such Intellectual Property would notnot be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The conduct Except as described in the Registration Statement, the Time of their respective businesses does Sale Prospectus and the Prospectus or as would not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notbe expected, individually or in the aggregate, result in to have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction Effect, to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's ’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for Intellectual Property rights which are licensed by the Company from or granted by the Company to its partners, licensors and licensees and customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. There Except as would not be expected to have, individually or in the aggregate, a Material Adverse Effect there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Except as would not be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its subsidiaries have has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Changeeffect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. Except as otherwise disclosed described in the Registration Statement or the ProspectusApplicable Prospectuses, the Company is the sole and its subsidiaries ownexclusive owner of all right, title and interest in and to, or have obtained has a valid and enforceable licenses forright to use pursuant to a written license, the inventions, patent applications, patents, all trademarks, trade names, service namesmarks, patents, patent applications, other patent rights, copyrights, domain names, software, inventions, processes, databases, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property described rights, whether registered or unregistered and in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted any jurisdiction (collectively, “Intellectual PropertyProperty Rights”) except reasonably necessary to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The conduct of their respective businesses as now conducted or proposed to be conducted as described in the Applicable Prospectuses, free and clear of all liens and encumbrances. To the knowledge of the Company, the Company’s business as now conducted or proposed to be conducted as described in the Prospectuses, does not and will not infringe, misappropriate conflict with or otherwise conflict in violate any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would notRights of others, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of and the Company has not been adjudged by a court received, and has no reason to believe that it will receive, any notice of competent jurisdiction to be infringement or conflict with asserted Intellectual Property Rights of others, or any facts or circumstances which would render any Intellectual Property Rights invalid or unenforceable, in whole or in part, and inadequate to protect the interest of the Company is unaware of any facts which would form a reasonable basis for any such adjudicationtherein. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is Except as disclosed in the Registration Statement and the Prospectus as licensed Applicable Prospectuses, to the Company or one or more knowledge of its subsidiaries; and (ii) the Company, there is no infringement by third parties of any Intellectual PropertyProperty Rights owned by the Company. There Except as disclosed in the Prospectuses, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim relating to Intellectual Property Rights owned by others: (A) challenging the Company’s rights . Except as disclosed in or to any Intellectual Propertythe Prospectuses, and the Company is unaware not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any facts which would form a reasonable basis other person or entity. All licenses for any such action, suit, proceeding Intellectual Property Rights owned or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and used by the Company is unaware of any facts which would form a reasonable basis for any such actionare valid, suit, proceeding binding upon and enforceable by or claim; or (C) asserting that against the Company or any of its subsidiaries infringes or otherwise violatesand, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects against the parties thereto in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments accordance with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied withterms. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s knowledge, any of their respective its officers, directors or employees or otherwise in violation of the rights of any persons except third party. All assignments from inventors to the extent that Company have been obtained and filed with the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or appropriate patent offices for all of the Company’s patent applications. Except as disclosed in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed toProspectuses, the Company does not have knowledge of any claims of third parties to any ownership interest or any subsidiary.lien with respect to the Company’s or its licensors’ patents and patent

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, possesses, licenses, or have obtained valid and enforceable licenses forotherwise has sufficient rights to use, on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, know-how and other intellectual property described in (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted or as currently proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted (collectivelyconducted, “Intellectual Property”) except and to the extent that Company’s knowledge, the failure to ownconduct of its business (the development and commercialization of the GeneRide product candidates, possessincluding LB-001, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or as described in the aggregatein the Registration Statement, result in a Material Adverse Change. The conduct the Time of their respective businesses does Sale Prospectus and the Prospectus) has not infringed or misappropriated and will not infringe, infringe or misappropriate or otherwise conflict in any respect with any such intellectual property rights of others except others. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Business – Intellectual Property,” to the extent that Company’s knowledge (i) there are no rights of third parties to any material Intellectual Property; (ii) the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (iiiii) there is no material infringement by third parties of any such Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (Ai) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (Bii) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (Ciii) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights right of othersanother, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of (i) the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; , and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned (ii) there is no U.S. patent which contains claims that dominate or may dominate any Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development being owned by or licensed to the Company or that interferes with the issued claims of any such Intellectual Property; and there is no prior art of which the Company is aware that may render any U.S. patent held by the Company invalid or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, U.S. patent application held by the Company or any subsidiaryunpatentable which has not been disclosed to the U.S. Patent and Trademark Office.

Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and each of its subsidiaries own, Subsidiaries owns or have obtained possesses or has valid and enforceable licenses for, the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmark registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and necessary for the conduct of the business of the Company and each of its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus as being owned will involve or licensed by them give rise to any infringement of, or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Change. The conduct , (A) to the knowledge of their respective businesses does not and will not infringethe Company, misappropriate there is no infringement, misappropriation or otherwise conflict in violation by third parties of any respect with any such of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of others except the Company in or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use any such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company Company, if any, have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, together with any other claims referred to in this Section 2.33, reasonably be expected to result in a Material Adverse Change. To ; and (E) to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The duty of candor and good faith as required Company is not a party to or bound by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in any options, licenses or agreements with respect to the Intellectual Property have been complied with; Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all foreign offices having similar requirements, all such requirements have been complied withmaterial respects the same description of the matters set forth in the preceding sentence. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is knowingly being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or or, to the Company’s knowledge, any of their respective its officers, directors or employees employees, or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypersons.