Common use of Intellectual Property Clause in Contracts

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to To the Company’s knowledge, the Company and its the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; to the Company’s knowledge, knowledge no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or any Subsidiary, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to result in a SubsidiaryMaterial Adverse Effect; the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would result in a Material Adverse Effect.

Intellectual Property. The Company owns, possesses, or can acquire on reasonable terms, all Intellectual Property necessary for the conduct of its business as now conducted or as described in the SEC Reports to be conducted in all material respects, except as such failure to own, possess, or acquire such rights would not have a Material Adverse Effect. Except as set forth in the Registration Statement SEC Reports, (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not have a Material Adverse Effect; (B) there is no pending or, to the Prospectusknowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company, have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (D) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries own infringes, misappropriates or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such otherwise violates any Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiantother proprietary rights of others, the Company and any of its Subsidiaries have has not received any written notice of any such claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against and the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope is unaware of any of the Company’s or its Subsidiaries’ other material patents, patent applications, or proprietary informationfact which would form a reasonable basis for any such claim; and (E) to the Company’s knowledge, no Company employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other entity agreement, or individual has subject to any right judgment, decree or claim in order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business; none of the execution and delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company, and the conduct of the Company’s business as proposed, will conflict with or its Subsidiaries’ ownedresult in a breach of terms, material patents, patent applicationsconditions, or any patent to be issued therefrom by virtue of provisions of, or constitute a default under, any contract, licensecovenant or instrument under which any such employee is now obligated; and it is not and will not be necessary to use any inventions, trade secrets or proprietary information of any of its consultants, or other agreement entered into between such entity its employees (or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted Persons it currently intends to hire) made prior to their employment by the Company Company, except for technology that is licensed to or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned owned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse EffectCompany.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own owns or possess possesses adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to AscendiantMLV, the Company and any of its Subsidiaries have has not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, conflict would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information, except such proceedings that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a SubsidiaryCompany, other than by written licenses granted by the Company Company, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to have a SubsidiaryMaterial Adverse Effect; the Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, which claim would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except to the extent described in the Prospectus, the Company and each of its Subsidiaries owns, licenses, or otherwise has rights in all United States and foreign patents, trademarks, service marks, tradenames, copyrights, trade secrets and other proprietary rights necessary for the conduct of its business as currently carried on and as proposed to be carried on as described in the Prospectus (collectively and together with any applications or registrations for the foregoing, the “Intellectual Property”). Except as set forth specifically described in the Registration Statement Prospectus, (i) no third parties have obtained, or will reasonably be expected to be able to establish, any interest in or rights to any such Intellectual Property from the ProspectusCompany or any of its Subsidiaries, other than licenses granted in the ordinary course; (ii) to the Company’s knowledge, there is no infringement, misappropriation, or other violation by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company and its Subsidiaries own Company’s or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received Subsidiaries’ rights in or to any written notice such Intellectual Property, and the Company is unaware of any claim of infringement or conflict that asserted Intellectual Property rights of othersfacts which would form a basis for any such claim; (iv) there is no pending or, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against the Company or its Subsidiaries claim by others challenging the Company’s validity, enforceability, or its Subsidiaries’ rights in or to or the validity of the scope of any such Intellectual Property, and the Company is unaware of the Company’s or its Subsidiaries’ material patentsany facts which would form a reasonable basis for any such claim; (v) there is no prior, patent applicationspending or, or proprietary information; to the Company’s knowledge, no other entity or individual has any right threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries has infringed, misappropriated or violated, does infringe, misappropriate or otherwise violate, or would upon further development or commercialization of any product, product candidates, or services described in the Prospectus as under development, infringe, misappropriate or violate, any Intellectual Property of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vi) to the Company’s knowledge there is no patent or patent application that contains claims that would interfere with or cover (or may interfere with or cover) the claims of any patent or patent application included in the Company Intellectual Property described in the Prospectus or the Disclosure Package or that interferes with the issued or pending claims of any such Intellectual Property; (vii) there is no prior art or public or commercial activity of which the Company is aware that may render any patent held by the Company or any of its Subsidiaries invalid or that would preclude the issuance of any patent on any patent application held by the Company or any of its Subsidiaries unpatentable which has not been disclosed to the U.S. Patent and Trademark Office or, if required to be disclosed, to a relevant foreign patent authority, as the case may be; (viii) neither the Company nor any of its Subsidiaries has committed any act or omitted to undertake any act the effect of such commission or omission would render the Intellectual Property invalid or unenforceable in whole or in part; (ix) to the Company’s knowledge, the claims of the issued patents included in its and its Subsidiaries’ Intellectual Property are valid and enforceable and the Company is unaware of any facts that would preclude the issuance of a valid and enforceable patent on any pending application included in the Company’s or any of its Subsidiaries’ Intellectual Property; (x) the manufacture, use and sale of the products or product candidates described in the Prospectus as under development by the Company fall within the scope of one or more claims of the patents or patent applications included in the Company’s Intellectual Property; (xi) the Company has taken reasonable steps necessary to secure the interest of the Company and its Subsidiaries in their respective Intellectual Property purported to be owned by the Company or any of its Subsidiaries from any employees, consultants, agents or contractors that developed (in whole or in part) such Intellectual Property; (xii) there are no outstanding options, licenses or agreements of any kind relating to the Company’s or any of its Subsidiaries’ Intellectual Property or Intellectual Property of any other person or entity that are required to be described in the Prospectus that are not so described therein; and (xiii) no governmental agency, facilities or resources of a university, college, other educational institution or research center has asserted any claim or right in or to any such of the Company’s or any of its Subsidiaries’ ownedIntellectual Property. To the Company’s knowledge, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation none of the Company or a Subsidiary, other than by written licenses granted technology employed by the Company or a Subsidiary; the Company and any of its Subsidiaries have not received any written notice of any claim challenging the rights of the Company has been obtained or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned is being used by the Company or such Subsidiary that, if any of its Subsidiaries in violation of the subject rights of an unfavorable decision, would result in a Material Adverse Effectany person or third party.

Intellectual Property. The Company and its Subsidiaries own, license or otherwise have rights in all United States and foreign patents, trademarks, service marks, tradenames, copyrights, trade secrets and other proprietary rights necessary for the conduct of their business as currently carried on and as proposed to be carried on, in each case, as described in the SEC Reports (collectively and together with any applications or registrations for the foregoing, the “Intellectual Property”). Except as set forth specifically described in the Registration Statement SEC Reports, (a) no third parties have obtained rights to any such Intellectual Property from the Company, other than licenses granted in the ordinary course and rights that would not have a Material Adverse Effect; (b) to the Company’s knowledge, there is no infringement or the Prospectusmisappropriation by third parties of any such Intellectual Property; (c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any facts that 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 by others challenging the validity, enforceability or scope of any such Intellectual Property, and the Company is unaware of any facts that would form a reasonable basis for any such claim; (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company has, or any of its Subsidiaries own products, product candidates or possess adequate enforceable rights to use all patentsservices described in the SEC Reports that infringes, patent applicationsmisappropriates or otherwise violates, trademarks (both registered and unregistered)or would infringe upon, service marksmisappropriate or otherwise violate, upon the commercialization of such products, product candidates or services described in the SEC Reports, any patent, trademark, copyright, trade names, trademark registrations, service mxxx registrations, copyrights, licensessecret or other proprietary right of others, and know-how the Company is unaware of any facts that would form a reasonable basis for any such claim; (including trade secrets and other unpatented and/or unpatentable proprietary f) to the Company’s knowledge, there is no patent or confidential information, systemspatent application that contains claims that cover or may cover any Intellectual Property described in the SEC Reports as being owned by or licensed to the Company, or procedures) (collectively, the “Intellectual Property”), that is necessary for the conduct of their respective businesses its business as currently conducted as or contemplated, or that interferes with the issued or pending claims of any such Intellectual Property; (g) to the date hereofCompany’s knowledge, there is no prior art or public or commercial activity of which the Company is aware that may form a reasonable basis to render any patent held by the Company invalid or any patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (h) the Company has not committed any act or omitted to undertake any act for which the effect of such commission or omission would reasonably be expected to render the Intellectual Property invalid or unenforceable, in whole or in part, except to the extent that the failure to own such invalidity or possess adequate rights to use such Intellectual Property unenforceability would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to . To the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity none of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted technology employed by the Company has been obtained or a Subsidiary; is being used by the Company and its Subsidiaries have not received any written notice in violation of any claim challenging the rights of any person or third party. There are no outstanding options, licenses or agreements of a material nature relating to the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned owned by the Company or such Subsidiary that, if that are required to be described in the subject of an unfavorable decision, would result in a Material Adverse EffectSEC Reports and are not described therein as so required.

Intellectual Property. Except The Company has sufficient title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes reasonably necessary for its business as set forth in now conducted without any conflict with or infringement of the Registration Statement or rights of others. The Company Disclosure Schedule contains a complete list of all of the ProspectusCompany’s patents, trademarks, service marks, trade names, copyrights and all applications for any of the foregoing, including, to the Company’s knowledge, without having conducted any lien searches or similar type of search, any security interest, lien, encumbrance or charge of any kind granted thereon. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company and its Subsidiaries own bound by or possess adequate enforceable rights a party to use all any options, licenses or agreements of any kind with respect to the patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrationscopyrights, service mxxx registrations, copyrightstrade secrets, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, proprietary rights and processes of any other person or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the entity. The Company and any of its Subsidiaries have has not received any written notice or oral communications alleging that the Company has violated any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any claim other person or entity. The Company is not aware that any of infringement its employees is obligated under any contract (including licenses, covenants or conflict that asserted Intellectual Property rights commitments of others, which infringement any nature) or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pendingother agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company’s business as currently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as currently conducted, will, to the Company’s knowledge, threatened judicial proceedings conflict with or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights result in or to or the validity a breach of the scope terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that with asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, applications or any patent to be issued therefrom that are owned or purported to be owned by the Company or any of its Subsidiaries by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or any Subsidiary, except as would not, individually or in the aggregate, have a SubsidiaryMaterial Adverse Effect; the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its Subsidiaries the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, licensescopyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the . The Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there . There are no pendingpending or, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information; to . To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or a any Subsidiary; the . The Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in The Company owns or has valid, binding and enforceable licenses or other rights under the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered)licenses, service marks, trade names, trademark registrations, service mxxx registrationsinventions, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systemssystems or procedures), trademarks, service marks, trade names or other intellectual property necessary for, or procedures) 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, necessary for trademarks, and copyrights, if any, included within the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would notare valid, individually or in the aggregateenforceable, reasonably be expected to have a Material Adverse Effectand subsisting; except other than as disclosed in writing to Ascendiantthe Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company and is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any of its Subsidiaries have third party in connection with the Intellectual Property, (B) the Company has not received any written notice of any claim of infringement infringement, misappropriation or conflict that with any asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or others with respect to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s drug candidates, processes or its Subsidiaries’ material patentsIntellectual Property, patent applications, or proprietary information; (C) to the knowledge of the Company’s knowledge, no other entity neither the sale nor use of any of the discoveries, inventions, drug candidates or individual has processes of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will, to the knowledge of the Company, infringe, misappropriate or violate any right or valid patent claim in of any third party, and (D) to the knowledge of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or no third party has any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary ownership right in or to any Intellectual Property owned, licensed, or optioned 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 licensor to the Company or of such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse EffectIntellectual Property.

Intellectual Property. Except as set forth in the Registration Statement The Company owns, possesses, or the Prospectus, to the Company’s knowledge, knowledge of the Company and its Subsidiaries own or possess adequate enforceable rights to use can acquire on reasonable terms, all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “material Intellectual Property”), Property necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus to be conducted. Furthermore, (A) to the knowledge of the date hereofCompany, except to the extent that the failure to own there is no infringement, misappropriation or possess adequate rights to use violation by third parties of any such Intellectual Property owned or licensed 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 Company’s rights in or to any such Intellectual Property owned or licensed by the Company, and to the knowledge of the Company, there are no facts that would notform a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, individually and to the knowledge of the Company, the Intellectual Property licensed to the Company, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the aggregateknowledge of the Company, reasonably be expected threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and to have the knowledge of the Company, there are no material facts that would form a Material Adverse Effectreasonable basis for any such claim; except as disclosed in writing (D) there is no pending or, to Ascendiantthe knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company and any of its Subsidiaries have has not received any written notice of any such claim and to the knowledge of infringement or conflict that asserted Intellectual Property rights of othersthe Company, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of material facts that would form a reasonable basis for any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary informationsuch claim; and (E) to the Company’s knowledge, no other entity or individual has any right or claim in any employee of the Company’s Company is in or its Subsidiaries’ owned, material patentshas ever been in violation of any term of any employment contract, patent applicationsdisclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any patent restrictive covenant to be issued therefrom by virtue or with a former employer where the basis of any contract, license, or other agreement entered into between such entity or individual and violation relates to such employee’s employment with the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted actions undertaken by the Company or a Subsidiary; employee while employed with the Company and its Subsidiaries have Company, except as such violation would not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect. “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 other intellectual property.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its Subsidiaries subsidiaries own or possess adequate enforceable rights the right to use all (i) valid and enforceable patents, patent applications, trademarks trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (both registered “Intellectual Property Rights”) and unregistered)(ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service mxxx registrationsformulae, copyrightsknow how, licenses, Internet domain names and know-how other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual PropertyProperty Assets”), ) necessary for the to conduct of their respective businesses as currently conducted, and as proposed to be conducted as of described in the date hereofProspectus, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property Right or Intellectual Property Assets would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as disclosed in writing Change. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe or misappropriate valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to Ascendianttheir knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of its Subsidiaries have any other person, except, in either case, to the extent that such infringement, misappropriation, or violation would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and, to the Company’s knowledge, each other party thereto in accordance to their terms, except to the extent such enforceability may be limited by laws affecting creditors’ rights, equitable remedies or public policy. The Company has complied in all material respects with, and is not in material breach nor has received any written notice of any asserted or threatened claim of infringement or conflict that asserted material breach of any Intellectual Property rights of others, license to which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patentsis a party, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company has no knowledge of any material breach or a Subsidiary or anticipated breach by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or person to any Intellectual Property ownedlicense to which the Company is a party. Except as described in the Prospectus, licensed, or optioned no claim has been made in writing against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or such Subsidiary thatother intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, if maintain and safeguard its Intellectual Property Rights, including the subject execution of an unfavorable decision, would appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in a Material Adverse Effectthe loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business of the Company as currently conducted.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and each of its Subsidiaries subsidiaries own or possess adequate enforceable or have valid rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrations, service mxxx mark registrations, copyrights, licenses, and know-how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) similar rights (collectively, the “Intellectual PropertyProperty Rights”)) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the knowledge of the Company, no action or use by the Company or any of its subsidiaries necessary for the conduct of their respective businesses business as conducted currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of the date hereofothers, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. Neither the extent that the failure to own Company nor any of its subsidiaries have received any notice alleging any such infringement, fee or possess adequate rights to use such conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property 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 6(bb), reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse EffectChange; (C) the Intellectual Property Rights owned by the Company or any of its subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there are is no pendingpending or, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against 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 claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), 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 by others that the Company or any of its Subsidiaries challenging subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company’s or Company nor any of its Subsidiaries’ rights in or to or subsidiaries has received any written notice of such claim and the validity of the scope Company is unaware of any of other facts which would form a reasonable basis for any such claim that would, individually or in the Company’s or its Subsidiaries’ material patentsaggregate, patent applicationstogether with any other claims in this Section 6(bb), or proprietary informationreasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation employee of the Company or any of its subsidiaries 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 or any restrictive covenant to or with a Subsidiaryformer employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries, or actions undertaken by the employee while employed with the Company or any of its subsidiaries 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 or any of its subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other than by written licenses granted person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company subsidiaries has been obtained or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any such Subsidiary thatsubsidiary or, if to the subject Company’s knowledge, any of an unfavorable decisionits or its subsidiaries’ officers, would result directors or employees, or otherwise in a Material Adverse Effectviolation of the rights of any persons.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its the Subsidiaries own or possess possess, or can acquire on reasonable terms, adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess or acquire adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information, except for such proceedings that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or or, to the Company’s knowledge, by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or a any Subsidiary; the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except The Company and its Subsidiaries to their knowledge own, possess, or can acquire on reasonable terms, all Intellectual Property (as set forth defined below) necessary for the conduct of the Company’s or any Subsidiary’s business as now conducted or as described in the Registration Statement SEC Reports to be conducted, and there are no unreleased liens or security interests which have been filed against any of the Prospectuspatents owned by the Company or its Subsidiaries. Furthermore, (i) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (ii) there is no pending or, to the knowledge of the Company, threatened, action, suit, Proceeding or other claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company or its Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company or its Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, Proceeding or other claim by others challenging the validity or scope of any such Intellectual Property, and the Company is not aware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Company, threatened action, suit, Proceeding or other claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, neither the Company nor any of its Subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (v) the Company and its Subsidiaries have complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its Subsidiaries, and all such agreements are in full force and effect; and (vi) any product candidates described in the SEC Reports as under development by the Company or its Subsidiaries fall within the scope of the claims of one or more patents or applications relating to the product candidate or its intended use owned by, or exclusively licensed to, the Company or its Subsidiaries; and (vii) to the Company’s knowledge, no employee of the Company and or any of its Subsidiaries own is in or possess adequate enforceable rights to use all patentshas ever been in violation of any term of any employment contract, patent applicationsdisclosure agreement, trademarks 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 or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, except, in the case of clause (both registered and unregisteredvii), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted . “Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material Property” shall mean all patents, patent applications, or proprietary information; to the Company’s knowledgetrade and service marks, no trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectintellectual property.

Intellectual Property. Except All Intellectual Property owned by the Group Members is owned free and clear of all Liens (other than (i) as set forth permitted by Section 8.3, (ii) licenses listed on Schedule 5.9, (iii) other licenses granted in the Registration Statement ordinary course of business (including in connection with the sale or provision by Group Members of products or services), (iv) the Prospectus, security interest granted to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary Collateral Agent for the conduct benefit of their respective businesses as conducted the Secured Parties pursuant to the Guarantee and Collateral Agreement, (v) licenses under which a Group Member is the licensor in existence as of the date hereof, except hereof (including in connection with the sale or provision by a Group Member of products or services) and (vi) licenses to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, other Group Members). Except as could not reasonably be expected to have a Material Adverse Effect; except as disclosed in writing , to Ascendiantthe knowledge of any Loan Party: (a) the conduct of, and the use of Intellectual Property in, the Company business of the Group Members (including the products and any services of its Subsidiaries have the Group Members) does not received any written notice of any claim of infringement infringe, misappropriate, or conflict that asserted otherwise violate the Intellectual Property rights of othersany other Person; (b) in the last two (2) years, which infringement there has been no such claim asserted in writing (including in the form of offers or conflictinvitations to obtain a license) asserted or, if to the subject knowledge of an unfavorable decisionany Loan Party, would result in threatened against any Group Member; (c) there is no valid basis for a Material Adverse Effectclaim of infringement, misappropriation, or other violation of Intellectual Property rights against any Group Member; (d) no Person is infringing, misappropriating, or otherwise violating any Intellectual Property of any Group Member, and there are has been no pendingsuch claim asserted or threatened against any third party by any Group Member, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope knowledge of any of Loan Party, any other Person; (e) no Software included in the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; Collateral is subject to the Company’s knowledge, no terms of any “open source” or other entity or individual has similar license that provides for any right or claim in any source code of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent such Software to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owneddisclosed, licensed, publicly distributed, or optioned dedicated to the public; and (f) each Group Member has at all times complied with all applicable laws, as well as its own rules, policies, and procedures, relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse EffectGroup Member.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s To its knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted and as described in the Registration Statement, including the Incorporated Documents, and the Prospectus as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to AscendiantXxxxx-Xxxxxx, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ owned material patents, patent applications, applications or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, owned material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or or, to the Company’s knowledge, by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary, and other than such rights or claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary thatSubsidiary, which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect. 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. 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 commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of nondisclosure and confidentiality agreements with respect to any material Intellectual Property.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to AscendiantMLV, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary thatwhich claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx mark registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to AscendiantAegis, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; to the Company’s knowledge, knowledge no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or any Subsidiary, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to result in a SubsidiaryMaterial Adverse Effect; the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectuson SCHEDULE 3.01(p) annexed hereto, to the Company’s knowledge, (i) the Company and its Subsidiaries own or possess adequate enforceable sufficient rights to use all material patents, patent applicationsrights, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrationstrademarks, copyrights, licenses, and inventions, trade secrets, trade names, designs, manufacturing or other processes, systems, data compilation, research results, know-how (including trade secrets and or other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) rights (collectively, the “Intellectual Property”), ) that are necessary for the conduct of their respective businesses the Company’s business as now conducted as of described in the date hereof, Company’s filings under the Exchange Act except to the extent that where the failure to currently own or possess adequate such rights would not have a Material Adverse Effect, (ii) neither the Company nor its Subsidiaries has received any notice of, nor to use such the Knowledge of the Company is there, any asserted infringement by the Company of, any rights of a third party with respect to any Intellectual Property would notthat, individually or in the aggregate, reasonably be expected would have a Material Adverse Effect and (iii) to the Knowledge of the Company, it is not infringing, nor has it received any notice of, infringement by a third party with respect to any Intellectual Property rights of the Company that, individually or in the aggregate, would have a Material Adverse Effect; except . Except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries would not have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there , all material licenses or other material agreements under which the Company is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources are no pendingin full force and effect and, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any Knowledge of the Company’s or its Subsidiaries’ , there is no material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted default by the Company or a Subsidiary; the Company and its Subsidiaries thereunder. Except as would not have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect, the Company believes that it has taken the steps reasonably required to establish and preserve its ownership of all material copyright, trade secret and other proprietary rights with respect to its products and technology. To the Knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any person. Except as would not have a Material Adverse Effect, neither the Company nor, to the Knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company related to confidential information or trade secrets of such persons or restricting any such employee’s engagement in business activities of the kind engaged in by the Company.

Intellectual Property. Except as set forth disclosed in the Registration Statement or and the Prospectus, the Company and the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the Company’s knowledgepatent applications, patents, trademarks, trademark registrations, tradenames, service marks, copyrights, trade secrets and other unpatented or unpatentable proprietary information necessary for, or used in the conduct, or the proposed conduct, of the business of the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered taken as a whole in the manner described in the Registration Statement and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) the Prospectus (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses except as conducted as of the date hereof, except to the extent that the such failure to own or possess adequate obtain rights to use such Intellectual Property would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing the Registration Statement and the Prospectus (i) to Ascendiantthe knowledge of the Company, there are no third parties who have any ownership rights in or to any Intellectual Property that is owned by the Company, 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 the licensor to the Company and any of its Subsidiaries have such Intellectual Property; (ii) the Company has not received any written notice of any claim material infringement by third parties of infringement or conflict that asserted any Intellectual Property rights of othersProperty; (iii) there is no pending or, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against claim by others alleging that the Company is infringing, misappropriating, diluting or its Subsidiaries challenging the Company’s or its Subsidiaries’ otherwise violating any rights in or of others with respect to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patentsIntellectual Property; (iv) there is no pending or, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the patent or patent applications owned or exclusively licensed by the Company included in the Intellectual Property; (v) the Company has not received written notice of any claim of material infringement with any asserted rights of others with respect to any of the Company’s products, proposed products, processes or its Subsidiaries’ owned, material patents, patent applications, or any patent Intellectual Property; (vi) except as would not reasonably be expected to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect, the development, sale and any currently proposed use of any of the products, proposed products or processes of the Company referred to in the Registration Statement and the Prospectus, in the current or proposed conduct of the businesses of the Company in the manner and to the extent described in the Registration Statement and the Prospectus, do not currently, and will not upon commercialization, infringe any right or valid patent claim of any third party; (vii) to the knowledge of the Company, the parties prosecuting the patents and patent applications owned or licensed to the Company or under which the Company has rights included in the Intellectual Property have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) in connection with such applications and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application, or in the view of the Company could form a reasonable basis of a finding of invalidity with respect to any patents that have issued with respect to such applications; (viii) there is no prior art that may render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office or of which the Company is otherwise aware; (ix) 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; and (x) to the Company’s knowledge, there is no patent or published patent application in the U.S. or other jurisdiction which contains claims that dominate or may dominate the Intellectual Property or that interferes with the issued or pending claims of any such Intellectual Property; the description of the Intellectual Property included or incorporated by reference in the Registration Statement and the Prospectus is accurate and complete in all material respects and presents fairly the information purported to be described therein.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the (i) (a) The Company and its Subsidiaries subsidiaries own or possess adequate enforceable or can obtain on commercially reasonable terms sufficient rights to use all patents, patent applications, trademarks (both registered and unregistered)inventions, trademarks, service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrightsdomain names and other source indicators, copyrights and copyrightable works, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of ) used in their respective businesses as conducted as described in the Time of Sale Information and the date hereofOffering Memorandum, except to for those the extent that the failure to own or possess adequate rights to use such Intellectual Property would lack of which has not, individually or in the aggregate, reasonably be expected to have had a Material Adverse Effect; except as disclosed in writing to Ascendiant, (b) the conduct of the Company and its subsidiaries’ businesses as described in the Time of Sale Information and the Offering Memorandum does not infringe, misappropriate, or otherwise violate any Intellectual Property of any person; (c) the Company and its Subsidiaries subsidiaries have not received any written notice of any claim of infringement or conflict that asserted with any Intellectual Property rights of others, which infringement except for those claims that do not materially interfere with the use of or conflictproposed use of such Intellectual Property by the Company and its subsidiaries or that have not had, if individually or in the subject of an unfavorable decisionaggregate, would result in a Material Adverse Effect; there are no pending, or and (d) to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any knowledge of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom Intellectual Property owned by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have subsidiaries is not received being infringed, misappropriated or otherwise violated by any written notice person, except those with respect to clauses (b) and (d) such infringements, misappropriations or violations that do not materially interfere with the use of any claim challenging the rights or proposed use of the Company or a Subsidiary in or to any such Intellectual Property owned, licensed, or optioned by the Company and its subsidiaries or such Subsidiary thatthat have not had, if individually or in the subject of an unfavorable decisionaggregate, would result in a Material Adverse Effect.

Intellectual Property. Except as disclosed in the Disclosure Documents and the document called “Crenezumab Patent Interference Proceeding” that is set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as folder 10 of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property Dataroom and as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as , (i) the Company owns all trademarks, trade names, patent rights, copyrights, domain names, trade secrets, inventions, know-how and other intellectual property and similar proprietary rights, including registrations or grant and applications thereof for registration or grant (collectively, “Intellectual Property Rights”) disclosed in writing the Disclosed Information to Ascendiantsuch Investor; (ii) there is no pending or, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the knowledge of the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings claim by any third party against the Company or its Subsidiaries (A) challenging the Company’s or its Subsidiaries’ rights in or to in, or the validity of the validity, enforceability or scope of of, any of the Intellectual Property Rights owned by the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity (B) alleging that any activity by or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation on behalf of the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights of such third party; (iii) there are no outstanding options, licenses or agreements relating to the Intellectual Property Rights owned by the Company, nor is the Company bound by or a Subsidiaryparty to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of any other person or entity other than by written such licenses granted or agreements arising from the purchase of “off the shelf” or standard products; (iv) none of the Intellectual Property Rights owned by the Company is subject to any outstanding judgment, decree, order, writ, award, injunction or a Subsidiary; the Company and its Subsidiaries have not received any written notice determination of any claim challenging an arbitrator or court or other governmental authority affecting the rights of the Company or a Subsidiary in or with respect thereto; and (v) to the knowledge of the Company, the Company’s business as currently conducted does not violate any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject Rights of an unfavorable decision, would result in a Material Adverse Effectany third party.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, The Company and the Company and its Subsidiaries own own, or possess adequate enforceable rights are validly licensed or otherwise have the right to use use, all patents, patent applications, trademarks (both registered and unregistered)trademarks, trademark rights, trade names, service marks, copyrights, trade secrets, designs, domain names, trademark registrationsdata, service mxxx registrationsdatabases, copyrightsprocesses, licensesmethods, schematics, technology, software, know-how, documentation, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) intellectual property rights (collectively, the “Intellectual PropertyProperty Rights”), necessary for the conduct of ) as used in their respective businesses business as conducted as of the date hereofpresently conducted, except to the extent that where the failure to own or possess adequate rights have the right to use such Intellectual Property would notRights, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; except as disclosed in writing . No actions, suits or other proceedings are pending or, to Ascendiantthe Knowledge of the Company, threatened that allege that the Company and or any of its the Company Subsidiaries is infringing, misappropriating or otherwise violating any Person’s Intellectual Property Rights, except for matters that, individually or in the aggregate, have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, had and would result in not reasonably be expected to have a Company Material Adverse Effect; there are no pending, or to . To the Knowledge of the Company’s knowledge, threatened judicial proceedings no Person is infringing, misappropriating or interference proceedings against otherwise violating any Intellectual Property Right owned by the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s Company Subsidiaries, except for such infringement, misappropriation or its Subsidiaries’ material patentsviolation that, patent applicationsindividually or in the aggregate, or proprietary information; has not had and would not reasonably be expected to the Company’s knowledgehave, a Company Material Adverse Effect. Since January 1, 2012, no other entity prior or individual has any right current employee or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, officer or any patent to be issued therefrom by virtue of any contract, license, prior or other agreement entered into between such entity current consultant or individual and the Company or a Subsidiary or by any non-contractual obligation contractor of the Company or a Subsidiaryany of the Company Subsidiaries has asserted or, other than by written licenses granted to the Knowledge of the Company, has any ownership in any Intellectual Property Rights owned by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company Subsidiaries, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in Each Acquired Company owns, licenses or otherwise has the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights legal right to use all patentsIntellectual Property for its business as currently conducted. Schedule 5.25 sets forth a true, patent applications, trademarks (both registered correct and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “complete list of all Intellectual Property”), necessary for the conduct of their respective businesses as conducted as Property of the date hereofAcquired Companies. There are no outstanding options, except licenses or agreements of any kind relating to the extent that foregoing, nor is any Acquired Company bound by or a party to any options, licenses or agreements of any kind with respect to the failure to own or possess adequate rights to use such Intellectual Property of any other Person other than licenses or agreements arising from the purchase of "off the shelf" or standard products. Except as would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect; except as disclosed , each Acquired Company's Intellectual Property is in writing compliance will all applicable legal requirements. No Intellectual Property of any Acquired Company has been or is now involved in any dispute, opposition, invalidation or cancellation proceeding, and no such action has been threatened. No Intellectual Property, wherever situated or registered, of any Acquired Company, to Ascendiant, the knowledge of the Company is infringed, or has been challenged or, to the knowledge of the Company, threatened in any way, and any of its Subsidiaries have not received any written notice no Intellectual Property of any claim of infringement Acquired Company interferes with or conflict that asserted is alleged to infringe or interfere with the Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, any other Person. Except as would result in not have a Material Adverse Effect; there are , no pending, Acquired Company has taken any action that would result in the voiding or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope invalidation of any of the Company’s its Intellectual Property. No Acquired Company is aware that any of its employees, officers or its Subsidiaries’ material patentsconsultants is obligated under any contract (including licenses, patent applicationscovenants or commitments of any nature) or other agreement, or proprietary information; subject to any Order, that would interfere with their duties to the Company’s knowledge, no other entity Acquired Companies or individual has any right or claim in any that would conflict with the business of the Acquired Companies as currently conducted. To the knowledge of the Company’s , it is not necessary for any Acquired Company to utilize in its business any inventions, trade secrets or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue proprietary information of any contractof its officers, licenseemployees, consultants or other agreement entered into between persons it currently intends to hire made prior to their employment with any such entity Acquired Company, except for inventions, trade secrets or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries proprietary information that have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or been assigned to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse EffectAcquired Company.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to To the Company’s knowledge, the Company and its the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or a any Subsidiary; the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to (1) To the Company’s 's knowledge, other than software and technology licenses that are generally commercially available, the Company and its Subsidiaries own owns or possess possesses adequate enforceable licenses or other rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, trademark applications, service marks, service xxxx applications, trade names, trademark registrations, service mxxx registrations, copyrights, licensesmanufacturing processes, formulae, trade secrets, customer lists and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “"Intellectual Property”), ") necessary for to the conduct of their respective businesses as conducted as business of the date hereofCompany as presently conducted, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, lack of which could reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiantmaterial adverse effect on the Company's financial condition, the Company results of operations, assets, liabilities, business or prospects, and any of its Subsidiaries have not received any written notice of any no claim of infringement or conflict that asserted Intellectual Property rights of othersis pending or, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s 's knowledge, threatened judicial proceedings or interference proceedings against to the effect that the operations of the Company infringe upon or its Subsidiaries challenging conflict with the asserted rights of any other person under any Intellectual Property, and, to the Company’s 's knowledge, there is no reasonable basis for any such claim (whether or its Subsidiaries’ rights in not pending or threatened). No claim is pending or, to the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the validity of Company, or which the scope of Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the Company's knowledge, there is no reasonable basis for any such claim (whether or not pending or threatened). To the Company's knowledge, all Intellectual Property developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to provide the services or proposed services of the Company’s . There are no agreements, understandings, instruments, contracts, judgments, orders or its Subsidiaries’ material patents, patent applications, or proprietary information; decrees to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and which the Company or is a Subsidiary party or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted which it is bound which involve indemnification by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice with respect to infringements of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse EffectProperty.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its Subsidiaries own own, possess, license or possess adequate enforceable have other rights to use all patentscopyrights, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrationsInternet domain names, service mxxx registrationstechnology, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or confidential information, systems, used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner which is contemplated as set forth or procedures) incorporated in the SEC Reports incorporated by reference in the Registration Statement (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as . (i) None of the date hereofIntellectual Property is unenforceable or invalid; (ii) except as set forth or incorporated in the SEC Reports incorporated by reference in the Registration Statement, the Company has not received any notice of violation or conflict with (and the Company has no knowledge of any basis for violation or conflict with) rights of others with respect to the Intellectual Property; and (iii) except as set forth or incorporated in the Registration Statement, there are no pending or, to the Company’s knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege any of the Company or a Subsidiary is infringing any patent, trade secret, trademark, service mxxx, copyright or other intellectual property or proprietary right, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant. To the Company’s knowledge, the discoveries, inventions, products or processes of the Company and or any of its Subsidiaries have Subsidiary set forth or incorporated in the Registration Statement, do not received violate or conflict with any written notice intellectual property or proprietary right of any claim of infringement third Person, or conflict any discovery, invention, product or process that asserted Intellectual Property rights of others, which infringement or conflict, if is the subject of an unfavorable decisiona patent application filed by any third Person; no officer, would result director or employee of the Company or any Subsidiary is in a Material Adverse Effect; there are no pendingor has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s knowledge, threatened judicial proceedings any other intellectual property, except where any violation would not, individually or interference proceedings against in the aggregate, have a Material Adverse Effect. The Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights is not in or to or the validity material breach of the scope of and have complied in all material respects with all terms of, any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and relating to the Company or a Subsidiary or by Intellectual Property. To the extent any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received Intellectual Property is sublicensed to any written notice of any claim challenging the rights of the Company or a Subsidiary by a third party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason. There are no contracts or other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement other than those described in or filed as an exhibit to the Registration Statement. The Company is not subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world, except as would not, individually or in the aggregate, have a Material Adverse Effect. The Company has taken all necessary and reasonably appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property owned, licensed, (“Confidential Information”). All use or optioned disclosure of Confidential Information owned by the Company or any Subsidiary by or to a third party has been pursuant to a written agreement between the Company or such Subsidiary thatand such third party, if except as would not, individually or in the subject aggregate, have a Material Adverse Effect. All use or disclosure of an unfavorable decisionConfidential Information not owned by the Company or any Subsidiary has been pursuant to the terms of a written agreement between the Company or such Subsidiary and the owner of such Confidential Information, or is otherwise lawful, except as would result not, individually or in the aggregate, have a Material Adverse Effect.

Intellectual Property. Except as set forth described in the Registration Statement or the ProspectusCompany SEC Documents, to the Company’s knowledgein each case, (a) the Company and or its Subsidiaries own applicable controlled Subsidiary owns, possesses, licenses or possess adequate enforceable has other rights to use all patents, patent applicationscopyrights, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrationsInternet domain names, service mxxx registrationstechnology, copyrights, licenses, and and/or know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential informationrights), systems, or procedures) including registrations and/or applications for registration with respect to any of the foregoing (collectively, the “Intellectual Property”), ) that are necessary for the conduct of or otherwise material to their respective businesses as they are currently conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or and described in the aggregate, reasonably be expected to have a Material Adverse EffectCompany SEC Documents; except as disclosed in writing to Ascendiant, (b) all copyrights and patents owned or licensed by the Company and or any of its Subsidiaries have (including all copyrights and patents owned or licensed by any of the Company’s Subsidiaries) are (i) to the Company’s knowledge, valid and enforceable and (ii) not received subject to any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of othersongoing or, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened interference, reexamination, judicial proceedings or interference proceedings against administrative proceeding pertaining to validity, enforceability or scope; (c) neither the Company or nor any of its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of has received any of the Company’s or its Subsidiaries’ material patentswritten notice alleging, patent applicationsnor, or proprietary information; to the Company’s knowledge, no other entity is there, any infringement, violation or individual has conflict with (and Company does not know of any right basis for alleging infringement, violation or claim in conflict with) the Intellectual Property rights of any Third Party by the Company or any of its Subsidiaries, or their products; (d) there are no pending or, to the Company’s knowledge, threatened actions, suits, proceedings or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and claims that allege the Company or a Subsidiary any of its Subsidiaries is infringing or by has infringed any non-contractual obligation Intellectual Property right of any Third Party; (e) the discoveries, inventions, products or processes of the Company or any of its Subsidiaries, to the Company’s knowledge, do not violate or conflict with any Intellectual Property right of any Third Party including any discovery, invention, product or process that is the subject of a Subsidiary, other than patent application filed by written licenses granted by any Third Party; and (f) neither the Company or a Subsidiary; the Company and nor any of its Subsidiaries have not received any written notice is in breach of any claim challenging license or other agreement (to which it is a party) related to the Intellectual Property rights of the Company, any Subsidiary of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse EffectThird Party.

Intellectual Property. As of the date hereof, the Company does not have any issued patents or trademarks. Section 2.16 of the Company Disclosure Schedule sets forth a list as of the date hereof of all the Company's pending applications for patents, all of the Company's pending applications for trademarks, tradenames and service marks, all registrations of copyrights and all pending applications therefor, and all licenses and agreements in respect thereof (collectively, the "Registered Intellectual Property"). To the Company's Knowledge, all of the patents, trademarks, tradenames, service marks, copyrights and licenses or other agreements listed in Section 2.16 of the Company Disclosure Schedule are valid and in full force and effect, except as otherwise noted in Section 2.16 of the Company Disclosure Schedule. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, Section 2.16 of the Company Disclosure Schedule and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses except as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; except as disclosed in writing , (i) to Ascendiantthe Company's Knowledge, the rights of the Company to the Registered Intellectual Property and to all other intellectual property used or held for use in the business of the Company, except commercially available over-the-counter shrink-wrapped software, (the "Other Intellectual Property") do not conflict with or infringe on the rights of any of its Subsidiaries have Person and the Company has not received any written notice of any claim of infringement or conflict alleging that asserted Intellectual Property the Company has violated or, by conducting its business as proposed, would violate the intellectual property rights of otherssuch Person, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or and (ii) to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge's Knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging Person is infringing on the rights of the Company or a Subsidiary in or to any its Registered Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse EffectOther Intellectual Property.

Intellectual Property. Except as set forth in the Registration Statement The Company owns, possesses or the Prospectus, can obtain on commercially reasonable terms sufficient legal rights to all Intellectual Property necessary to the Company’s knowledgeBusiness of the Company as presently conducted without any conflict with, or infringement or misappropriation, of the rights of others, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct lack of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, which could reasonably be expected to have a Material Adverse Effect; except as disclosed . Except for (i) agreements with its own employees or consultants in writing the form(s) delivered to AscendiantBuyer, (ii) agreements otherwise provided by Buyer, (iii) standard end-user license agreements for generally commercially available software in object code form or on a hosted basis that will not to any extent be part of any product or service of the Company and related support/maintenance agreements and nonexclusive licenses of the Company’s software and products in object-code form or on a hosted basis in the Ordinary Course of Business pursuant to standard end-user agreements, the form of which has been provided to Buyer (collectively, “Standard Licenses”), there are no outstanding options, licenses or agreements relating to the Intellectual Property owned or purported to be owned by the Company, and the Company is not bound by or a party to any options, licenses or agreements with respect to the Intellectual Property of its Subsidiaries have any other person or entity. The Company has not received any written notice communication alleging that the Company has violated or, by conducting its Business as currently conducted, would violate any of the Intellectual Property of any claim of infringement or conflict that asserted Intellectual Property rights of othersother Person, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against nor is the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope any Seller aware of any basis therefor. Except as described in agreements provided to Buyer, the Company is not obligated to make any payments by way of the Company’s royalties, fees or its Subsidiaries’ material patents, patent applications, otherwise to any owner or proprietary information; licensor of or claimant to any Intellectual Property with respect to the Company’s knowledgeuse thereof in connection with the conduct of its Business as presently conducted. There are no agreements, no other entity understandings, instruments, contracts, judgments, orders or individual decrees to which the Company is a party or by which it is bound which involve indemnification by the Company with respect to infringements of Intellectual Property. To the extent the Company has embedded any right “open source,” “copyleft” or claim “community source” code in any of its products or services generally available or in development, including but not limited to any libraries or code licensed under any general public license or similar license arrangement, the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue Company is in compliance with the terms of any contractsuch licenses and any such software and licenses. The Company is not subject to any agreement, license or contractual obligation that would require (or purport to require) the distribution, license, or other agreement entered into between disclosure of the source code of such entity software or individual and derivative works thereof or prohibit (or purport to prohibit) the Company from charging for the distribution, license or a Subsidiary or by any non-contractual obligation use of the Company software or a Subsidiaryderivative works thereof or otherwise limit the use, other than by written licenses granted by the Company distribution or a Subsidiary; the Company and its Subsidiaries have not received any written notice license of any claim challenging the rights of the Company such software or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectderivative works thereof for commercial purposes.

Intellectual Property. Except as (i) If Executive creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, concepts, intellectual property, materials, trademarks or similar rights, documents or other work product (including without limitation, research, reports, software, algorithms, techniques, databases, systems, applications, presentations, textual works, content, improvements, or audiovisual materials), whether or not patentable or registrable under patent, trademark, copyright or similar laws (“Works”), either alone or with third parties, at any time during Executive’s employment by the Company Group members and within the scope of such employment (it being understood that, for the avoidance of doubt, the activities set forth on Exhibit II shall not be considered within the scope of such employment for the purposes of this Section 7) and/or with the use of any resources of any Company Group member or their respective Affiliates, such Works shall be “Company Group Works” (it being understood that, notwithstanding anything herein to the contrary, in no event shall Executive’s name, likeness, image or any other rights of publicity be considered Company Group Works). Executive agrees that all such Company Group Works shall, as between the Registration Statement or parties hereto, be the Prospectussole and exclusive property and intellectual property of the Company. Notwithstanding the foregoing, Executive hereby irrevocably assigns, transfers and conveys (and agrees to so assign, transfer and convey), to the Companymaximum extent permitted by applicable law, all of Executive’s knowledgeright, title, and interest therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other intellectual property laws, and related laws) to the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except Group members to the extent that ownership of any such rights does not vest originally in such Company Group members whether as a “work made for hire” or by virtue of the failure to own or possess adequate rights to use such Intellectual Property would not, individually or prior sentence. If Executive creates any written records (in the aggregateform of notes, reasonably be expected to have a Material Adverse Effect; except sketches, drawings, or any other tangible form or media) of any Company Group Works such records will remain, as disclosed in writing to Ascendiantbetween the parties hereto, the sole property and intellectual property of the Company and Group at all times. For clarity, any of its Subsidiaries have not received activities (A) using Executive’s name, likeness, image or any written notice of any claim of infringement or conflict that asserted Intellectual Property other rights of otherspublicity, which infringement to the extent such activities would not otherwise be prohibited by Section 6 of the Agreement and are outside of the ordinary course of business of the Company Group, as such business exists now or conflict, if at any time in the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pendingfuture, or to (B) that are otherwise approved by the Company’s knowledgeBoard (which approval shall not be unreasonably withheld, threatened judicial proceedings conditioned or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of delayed) shall not be considered within the scope of any Executive’s employment for the purposes of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectthis Section 7.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to To the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company Company, except for such right or claim that would not reasonably be expected to, individually or in the aggregate, have a SubsidiaryMaterial Adverse Effect; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary thatits Subsidiaries which claim, if the subject of an unfavorable decision, decision would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and each of its Subsidiaries subsidiaries own or possess adequate enforceable or have valid rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrations, service mxxx mark registrations, copyrights, licenses, and know-how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) similar rights (collectively, the “Intellectual PropertyProperty Rights”)) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the knowledge of the Company, no action or use by the Company or any of its subsidiaries necessary for the conduct of their respective businesses business as conducted currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of the date hereofothers, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. Neither the extent that the failure to own Company nor any of its subsidiaries have received any notice alleging any such infringement, fee or possess adequate rights to use such conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property 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 6(bb), reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse EffectChange; (C) the Intellectual Property Rights owned by the Company or any of its subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there are is no pendingpending or, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against 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 claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), 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 by others that the Company or any of its Subsidiaries challenging subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company’s or Company nor any of its Subsidiaries’ rights in or to or subsidiaries has received any written notice of such claim and the validity of the scope Company is unaware of any of other facts which would form a reasonable basis for any such claim that would, individually or in the Company’s or its Subsidiaries’ material patentsaggregate, patent applicationstogether with any other claims in this Section 6(bb), or proprietary informationreasonably be expected to result in a Material Adverse Change; and (E) except as disclosed in the Registration Statement and the Prospectus, to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation employee of the Company or any of its subsidiaries 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 or any restrictive covenant to or with a Subsidiaryformer employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries, or actions undertaken by the employee while employed with the Company or any of its subsidiaries 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 or any of its subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other than by written licenses granted person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company subsidiaries has been obtained or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any such Subsidiary thatsubsidiary or, if to the subject Company’s knowledge, any of an unfavorable decisionits or its subsidiaries’ officers, directors or employees, or otherwise in violation of the rights of any persons, except for violations that would not result in a Material Adverse EffectChange.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s To its knowledge, the Company and its Subsidiaries own owns or possess possesses adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to AscendiantMLV, the Company and any of its Subsidiaries have has not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material owned patents, patent applications, applications or proprietary information; , except for any such proceedings that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material owned patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a SubsidiaryCompany, other than by written licenses granted by the Company and other than such rights or claims that would not, individually or in the aggregate, reasonably be expected to have a Subsidiary; the Material Adverse Effect. The Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary thatwhich claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in To the Registration Statement or the Prospectus, to Knowledge of the Company’s knowledge, the Company and its Subsidiaries own subsidiaries own, possess, license or possess adequate enforceable have rights to use use, on terms that the Company believes to be reasonable, all patents, patent applications, trademarks (both registered and unregistered)trademarks, trademark applications, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and trade secrets, know-how (including trade secrets and other unpatented and/or unpatentable proprietary similar rights that are necessary or confidential information, systems, or procedures) material for use in connection with the businesses of the Company and its subsidiaries as described in the SEC Documents (collectively, the “Intellectual PropertyProperty Rights”), necessary for . Neither the conduct Company nor any of their respective businesses as conducted as its subsidiaries has received a written notice that the Intellectual Property Rights used by the Company or any subsidiary violates or infringes upon the rights of any Person. To the Knowledge of the date hereofCompany, (i) all such Intellectual Property Rights are enforceable, (ii) there is no existing infringement by another Person of any of the Intellectual Property Rights and (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s Intellectual Property Rights. The Company and its subsidiaries have taken reasonable security measures to protect the secrecy and confidentiality of the Intellectual Property Rights (excluding any patents or patent applications that have or will become public), except to the extent that where the failure to own or possess adequate rights to use such Intellectual Property do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, . All material licenses or other material agreements under which the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property is granted rights of others, which infringement or conflictto intellectual property, if the subject of an unfavorable decisionany, would result are in a Material Adverse Effect; there are no pendingfull force and effect and, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any Knowledge of the Company’s or its Subsidiaries’ , there is no material patentsdefault by any other party thereto. The Company has no reason to believe that the licensors under such licenses and other agreements, patent applicationsif any, or proprietary information; do not have and did not have all requisite power and authority to grant the rights to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent intellectual property purported to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectthereby.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, licensescopyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the . The Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there . There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information; to . To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or any Subsidiary, except as would not, individually or in the aggregate, have a Subsidiary; the Material Adverse Effect. The Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and each of its Subsidiaries subsidiaries own or possess adequate enforceable or have valid rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, and know-how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) similar rights (collectively, the “Intellectual PropertyProperty Rights”)) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the knowledge of the Company, no action or use by the Company or any of its subsidiaries necessary for the conduct of their respective businesses business as conducted currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of the date hereofothers, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. Neither the extent that the failure to own Company nor any of its subsidiaries have received any notice alleging any such infringement, fee or possess adequate rights to use such conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property 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 6(bb), reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse EffectChange; (C) the Intellectual Property Rights owned by the Company or any of its subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there are is no pendingpending or, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against 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 claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), 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 by others that the Company or any of its Subsidiaries challenging subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company’s or Company nor any of its Subsidiaries’ rights in or to or subsidiaries has received any written notice of such claim and the validity of the scope Company is unaware of any of other facts which would form a reasonable basis for any such claim that would, individually or in the Company’s or its Subsidiaries’ material patentsaggregate, patent applicationstogether with any other claims in this Section 6(bb), or proprietary informationreasonably be expected to result in a Material Adverse Change; and (E) except as disclosed in the Registration Statement and the Prospectus, to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation employee of the Company or any of its subsidiaries 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 or any restrictive covenant to or with a Subsidiaryformer employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries, or actions undertaken by the employee while employed with the Company or any of its subsidiaries 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 or any of its subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other than by written licenses granted person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company subsidiaries has been obtained or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any such Subsidiary thatsubsidiary or, if to the subject Company’s knowledge, any of an unfavorable decisionits or its subsidiaries’ officers, would result directors or employees, or otherwise in a Material Adverse Effectviolation of the rights of any persons.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and each of its Subsidiaries own owns or possess adequate enforceable possesses or has valid rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrations, service mxxx mark registrations, copyrights, licenses, and know-how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) similar rights (collectively, the “Intellectual PropertyProperty Rights”), ) necessary for the conduct of their respective businesses as conducted as the business of the date hereofCompany and its Subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus. To the knowledge of the Company, except 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 will involve or give rise to the extent that the failure to own any infringement of, or possess adequate rights to use such license or 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, in a Material Adverse Effect (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any 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 the Company in or to any such Intellectual Property 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 6(t), reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there are is no pendingpending or, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against 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 claim that would, individually or its Subsidiaries challenging in the aggregate, together with any other claims in this Section 6(t), 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 its Subsidiaries’ claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights in or to or of others, the validity Company has not received any written notice of such claim and the scope Company is unaware of any of other facts which would form a reasonable basis for any such claim that would, individually or in the Company’s or its Subsidiaries’ material patentsaggregate, patent applicationstogether with any other claims in this Section 6(t), or proprietary informationreasonably be expected to result in a Material Adverse Effect; and (E) to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation 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 or any restrictive covenant to or with a Subsidiaryformer employer where the basis of such violation relates to such employee’s employment with the Company, other than by written licenses granted or actions undertaken by the Company or a Subsidiary; employee while employed with the Company and its Subsidiaries have not received any written notice of any claim challenging could reasonably be expected to result, individually or in the rights of the Company or a Subsidiary in or to any Intellectual Property ownedaggregate, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect. 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 and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

Intellectual Property. Except as set forth described in the Registration Statement or and the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own owns, is licensed to use or possess otherwise possesses adequate enforceable rights to use all the patents, patent applicationsrights, trademarks (both registered and unregistered)licenses, inventions, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, copyrights and know-how (how, including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, processes or procedures) procedures (collectively, the “"Intellectual Property”"), reasonably necessary for to carry on the conduct of their respective businesses as business conducted as of the date hereofby it, except to the extent that the failure to own own, be licensed to use or otherwise possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have has not received any written notice of any claim infringement of infringement or conflict that with, and the Company has no knowledge of any infringement of or conflict with, asserted rights of others with respect to its Intellectual Property rights of otherswhich would, which infringement individually or conflictin the aggregate, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there are no pendingthe discoveries, inventions, products or processes of the Company referred to in the Registration Statement and the Prospectus do not, to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any knowledge of the Company’s , infringe or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has conflict with any right or claim in patent of any of the Company’s or its Subsidiaries’ owned, material patents, patent applicationsthird party, or any patent to be issued therefrom by virtue of any contractdiscovery, licenseinvention, product or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if process which is the subject of an unfavorable decisiona patent application filed by any third party which patent application has been published or is otherwise known to the Company which could, would individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as set forth in the Registration Statement and the Prospectus, the Company is not obligated to pay a royalty, grant a license or provide other consideration to any third party in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no third party, including any academic or governmental organization, possesses rights to the Intellectual Property which, if exercised, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectuswould not reasonably be likely, to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, Effect on the Company: (i) the Company and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any material Liens other than any Permitted Encumbrances), all Intellectual Property necessary for the conduct of its business as currently conducted; (ii)(A) the use of any Intellectual Property by the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any person, and (B) to the knowledge of the Company, no person has asserted to the Company that the Company or any of its Subsidiaries have not has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person; (iii) to the knowledge of the Company, no person is challenging, infringing on or otherwise violating any right of the Company or any of its Subsidiaries with respect to any Intellectual Property owned by the Company or its Subsidiaries; (iv) neither the Company nor any Company Subsidiary has received any written notice of any pending claim of infringement or conflict that asserted with respect to any Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted owned by the Company or a any Company Subsidiary; and (v) to the knowledge of the Company, since January 1, 2013, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries have not received Subsidiaries. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, internet domain names, logos and other indications of origin, the goodwill associated with the foregoing and registrations in any written notice jurisdiction of, and applications in any jurisdiction to register, the foregoing; patents, applications for patents (including divisions, continuations and continuations in part), and any re-examinations, extensions or reissues thereof, in any jurisdiction; trade secrets; and copyrights and registrations or applications for registration of copyrights in any claim challenging the rights of the Company jurisdiction, and any renewals or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectextensions thereof.

Intellectual Property. Except as set forth disclosed in the Registration Statement or the Prospectus, to the Company’s knowledge, Private Placement Memorandum: (i) the Company owns or has obtained valid and its Subsidiaries own enforceable licenses or possess adequate enforceable rights to use all patentsoptions for the inventions, patent applications, patents, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrationsapplications, copyrights, licensescopyright applications, maskworks, maskwork applications, trade secrets, fictitious business names, service marks, service xxxx applications, know how, customer lists, franchise systems, computer software, computer program, designs, blueprints, engineering drawings, proprietary products, source code, technology, proprietary rights or other intellectual property rights or intangible assets and know-how (including trade secrets all licenses and other unpatented and/or unpatentable proprietary rights required to use or confidential informationexploit any of the foregoing, systems, or procedures) currently used in the conduct of the Company’s business (collectively, the “Intellectual Property”); and (ii) (a) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, necessary or has been licensed to, the Company for the conduct of their respective businesses products described in the Private Placement Memorandum that would preclude the Company from conducting its business as currently conducted as and have a Material Adverse Effect, except for the ownership rights of the date hereof, except owners of the Intellectual Property licensed or optioned by the Company; (b) to the extent Company’s knowledge, there are currently no sales of any products that the failure to own or possess adequate rights to use such would constitute an infringement by third parties of any Intellectual Property owned, licensed or optioned by the Company, which infringement would nothave a Material Adverse Effect; (c) there is no pending or, individually to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any Intellectual Property owned, licensed or optioned by the aggregateCompany, other than claims which would not reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant(d) there is no pending or, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against the Company or its Subsidiaries claim by others challenging the Company’s validity or its Subsidiaries’ rights in or to or the validity of the scope of any of Intellectual Property owned, licensed or optioned by the Company’s or its Subsidiaries’ material patents, patent applicationsother than any such actions, or proprietary informationsuits, proceedings and claims that would not reasonably be expected to have a Material Adverse Effect; and (e) there is no pending or, to the Company’s knowledge, no other entity or individual has any right threatened action, suit, proceeding or claim in by others that the Company infringes or otherwise violates any of the Company’s or its Subsidiaries’ ownedpatent, material patentstrademark, patent applicationscopyright, or any patent to be issued therefrom by virtue of any contract, license, trade secret or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation proprietary right of the Company or a Subsidiaryothers, other than by written licenses granted by the Company or a Subsidiary; the Company non-material actions, suits, proceedings and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectclaims.

Intellectual Property. Except as set forth otherwise disclosed in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries subsidiaries own or possess adequate enforceable rights the valid right to use all (i) patents, patent applications, trademarks (both registered and unregistered), service marks, trade namestrademarks, trademark registrations, service mxxx marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and know-how (ii) inventions, software, works of authorships, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), in each case reasonably necessary for the to conduct of their respective businesses as conducted as of the date hereofnow conducted, except to the extent that the for those rights as such failure to own own, possess, license, or possess adequate acquire such rights to use such Intellectual Property would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no Change (collectively, “Intellectual Property Assets”). The Company and its subsidiaries have not received written notice of any challenge, which is, to their knowledge, still pending, or by any other person to the Company’s knowledge, threatened judicial proceedings rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or interference proceedings against Intellectual Property Assets owned or used by the Company or its Subsidiaries challenging subsidiaries. Except as would not reasonably be expected to result in a Material Adverse Change, to the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any knowledge of the Company’s or , (i) the Company and its Subsidiariessubsidiaries’ material patentsrespective businesses as now conducted do not give rise to any infringement of, patent applicationsany misappropriation of, or proprietary information; other violation of, any valid and enforceable Intellectual Property Rights of any other person, (ii) all licenses for the use of material Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms, (iii) the Company has complied in all material respects with, and is not in breach, nor has received any written asserted or threatened claim of breach, of any such Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus, to the Company’s knowledge, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other entity or individual has any intellectual property right or claim franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Company’s or its Subsidiaries’ Intellectual Property Rights as owned, material patents, patent applications, used or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and held for use in the Company or a Subsidiary or by any non-contractual obligation conduct of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectbusiness as currently conducted.

Intellectual Property. Except as set forth in the Registration Statement The Company owns or the Prospectushas valid, to the Company’s knowledge, the Company binding and its Subsidiaries own enforceable licenses or possess adequate enforceable other rights to practice and use all patents, patents and patent applications, trademarks (both registered and unregistered)copyrights, service marks, trade namestrademarks, trademark registrations, service mxxx marks, service xxxx registrations, copyrightstrade names, licenses, service names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) and all other technology and intellectual property rights (i) described in the Registration Statement and the Prospectus as owned by or licensed to the Company, or (ii) to the Company’s knowledge, 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 and the Prospectus (collectively, the “Company Intellectual Property”), necessary for and, to the Company’s knowledge, the conduct of their its and its subsidiaries’ respective businesses as conducted as business (including the development and commercialization of the date hereofproduct candidates described in the Registration Statement and the Prospectus) has not and will not infringe or misappropriate any intellectual property rights of others, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property as would not, individually or in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect; except other than as disclosed in writing to Ascendiantthe Registration Statement and the Prospectus, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or rights of third parties to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the intellectual property owned by the Company’s , and such intellectual property is owned by the Company free and clear of all material liens, security interests, or its Subsidiaries’ material encumbrances; to the knowledge of the Company, the patents, patent applicationstrademarks and copyrights held or licensed by the Company included within the Company Intellectual Property are valid, or proprietary informationenforceable and subsisting; to the Company’s knowledge, there is no infringement by third parties of any of the Company Intellectual Property; other entity than as disclosed in the Registration Statement and the Prospectus, (i) neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license, or individual has provide other material consideration to any right third party in connection with the Company Intellectual Property, (ii) no action, suit, claim or claim in other proceeding is pending or, to the knowledge of the Company, is threatened, alleging that the Company or its subsidiaries is infringing, misappropriating, diluting or otherwise violating any rights of others with respect to any of the Company’s product candidates, processes or its Subsidiaries’ ownedintellectual property, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or a Subsidiary claim, (iii) no action, suit, claim or by any non-contractual obligation other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any of the Company’s Intellectual Property, (iv) no action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the Company’s rights in or to any Company or a SubsidiaryIntellectual Property, other than by written licenses granted by and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or a Subsidiary; claim, (v) the Company and its Subsidiaries have has not received any written notice of any claim challenging of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the rights Company’s products, proposed products, processes or Company Intellectual Property, (vi) to the knowledge of the Company, the development, manufacture, sale, and any currently proposed use of any of the products, proposed products or processes of the Company referred to in the Pricing Prospectus and the Prospectus, in the current or proposed conduct of the business of the Company, do not currently, and will not upon commercialization, to the knowledge of the Company, infringe any right or valid patent claim of any third party, (vii) to the knowledge of the Company, no third party has any ownership right in or to any Company Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to the Company of such Company Intellectual Property, (viii) to the knowledge of the Company, no employee, consultant or independent contractor of the Company or a Subsidiary any of its subsidiaries 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 or any restrictive covenant to any Intellectual Property owned, licensed, or optioned by with a former employer or independent contractor where the basis of such violation relates to such employee’s employment or independent contractor’s engagement with the Company or actions undertaken while employed or engaged with the Company, (ix) the Company has taken reasonable measures to protect its confidential information and trade secrets and to maintain and safeguard the Company’s Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements, 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 Subsidiary thatviolation relates to such employee’s employment with the Company, if and (x) the subject Company has complied with the terms of an unfavorable decisioneach agreement pursuant to which the Company’s Intellectual Property has been licensed to the Company, would result and all such agreements are in a Material Adverse Effectfull force and effect.

Intellectual Property. Except as set forth disclosed in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own owns, possesses, licensees or possess adequate has other enforceable rights to use all foreign and domestic patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, inventions and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as conducted as of the date hereof, except to the extent that the failure to own or possess or acquire adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiantthe Agent, to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; the Company and any of its Subsidiaries have has not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information; information except such proceedings that have been disclosed in writing to the Company’s knowledgeAgent or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a SubsidiaryCompany, other than by written licenses granted by the Company except for such right or claim that would not, individually or in the aggregate, reasonably be expected to have a SubsidiaryMaterial Adverse Effect; the Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in Other than the Registration Statement or the Prospectuslicenses, to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, registered trademarks (both registered and unregistered), or service marks, trade namestrademark or service mxxx applications, trademark industrial design registrations, service mxxx registrationsindustrial design applications, copyrightssupplemental type certificates, licenses, registered copyrights and know-how copyright applications publicly disclosed in the Company Filings prior to the date hereof (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Company Intellectual Property”), necessary for neither the conduct Company nor any of their respective businesses as conducted as its Principal Subsidiaries own any licenses, patents, patent applications, registered trademarks or service marks, trademark or service mxxx applications, industrial design registrations, supplemental type certificates, industrial design applications, registered copyrights and copyright applications that are material to the business of the date hereofCompany and its Principal Subsidiaries, except taken as a whole. Except in any such case as would not reasonably be expected to the extent that the failure to own or possess adequate rights to use such Intellectual Property would nothave, individually or in the aggregate, a Material Adverse Effect, the Company directly or indirectly owns or possesses the right to use all of the Company Intellectual Property, free and clear of any Liens, other than Permitted Liens, and all such Company Intellectual Property has not expired or been cancelled or terminated. Except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; except as disclosed in writing to Ascendiant, neither the Company and nor any of its Principal Subsidiaries have not has received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if within the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or 12 months prior to the Company’s knowledge, threatened judicial proceedings or interference proceedings against date hereof from any person claiming that the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted continuing conduct by the Company or a Subsidiary; any of its Principal Subsidiaries of its business as presently conducted has resulted or shall result in the Company and its Subsidiaries have not received any written notice infringement of any claim Company Intellectual Property or other intellectual property owned by any person or challenging the validity of any registration for and ownership or rights under license of the Company Intellectual Property, except for such instances where the claim has been settled without continuing liability or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned material payments by the Company or such Subsidiary that, if the subject any of an unfavorable decision, would result in a Material Adverse Effectits Principal Subsidiaries.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or or, to the Company’s knowledge, by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or a any Subsidiary; the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in The Company owns, or has obtained valid, binding and enforceable licenses for the Registration Statement or the Prospectusright to use, to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrationsinventions, copyrights, licenses, and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business of the Company as now conducted and as proposed to be conducted, insofar as such Intellectual Property is described in the Registration Statement and the Prospectus (collectively, the “Company Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the where failure to own own, license or possess adequate have such rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except and to the knowledge of the Company, the patents, trademarks, and copyrights, if any, included within the Company Intellectual Property are valid, enforceable, and subsisting. Other than as disclosed in writing to Ascendiantthe Registration Statement and the Prospectus, (A) the Company and is not obligated to pay a material royalty, grant a license, or provide other material consideration to any of its Subsidiaries have third party in connection with the Company Intellectual Property, (B) the Company has not received any written notice of any claim of infringement infringement, misappropriation or conflict that asserted with any Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or others with respect to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s product candidates or its Subsidiaries’ material patentsprocesses or the Company Intellectual Property, (C) to the knowledge of the Company, neither the manufacture nor the sale or use of any of the product candidates or processes of the Company referred to in the Registration Statement or the Prospectus do or will infringe, misappropriate or violate any existing, non-patent applicationsIntellectual Property right or any existing valid, granted patent claim of any third party, (D) to the knowledge of the Company, no third party has any ownership rights in or proprietary information; to any Intellectual Property that is owned by the Company and, to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property that is exclusively licensed to the Company in any field of use other than any licensor to the Company of such Intellectual Property, (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Company Intellectual Property, (F) to the Company’s knowledge, no other entity employee of the Company is or individual has been in violation of any right term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or claim in any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, and (G) to the knowledge of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation has complied with the terms of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or each agreement pursuant to any which Intellectual Property ownedhas been licensed to the Company, licensedexcept where failure to comply would not, individually or optioned by in the Company or such Subsidiary thataggregate, if the subject of an unfavorable decision, would result in have a Material Adverse Effect, and, to the knowledge of the Company, all such agreements are in full force and effect. The statements relating to the Company’s intellectual property rights contained in the Registration Statement and the Prospectus are complete and accurate in all material respects. The Registration Statement and the Prospectus did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the intellectual property statements, in light of the circumstance under which they were made, not misleading.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to To the Company’s knowledge, the Company and its the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; to the Company’s knowledge, knowledge no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or any Subsidiary, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to result in a SubsidiaryMaterial Adverse Effect; the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement (a) There is no action or the Prospectusproceeding pending or, to the Company’s knowledge, Knowledge of the Company and or its Subsidiaries own Affiliates, threatened, with respect to any Company Technology or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary that alleges the Key Product violates or confidential information, systems, or procedures) (collectively, infringes the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property intellectual property rights of othersa third-party, which infringement nor have any such action or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pendingproceeding been brought, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against Knowledge of the Company or its Subsidiaries challenging Affiliates, threatened, with respect to any Company Technology or that alleges the Key Product violates or infringes the intellectual property rights of a third-party during the past six (6) years, except for actions or proceedings that have been resolved without impairment of the Company’s or its Subsidiaries’ rights in or and to or the validity any of the scope Company Technology or any Key Product. There are no material unsatisfied judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a court, an administrative agency or by an arbitrator) against the Company or its Affiliates with respect to any Key Product, including without limitation the conduct of any clinical trials, manufacturing activities or other activities prior to the Effective Time. Neither the Company nor any of its Affiliates has received any written notice from any other Person challenging or questioning the right of the Company or any of its Subsidiaries to use or license any of the Technology, except for challenges or questions that have been resolved without impairment of the Company’s or its Subsidiaries’ material patentsrights in and to any of the Company Technology or any Key Product. Neither the Company nor any of its Affiliates has received any written notice from any Person, patent applicationsnor to the Knowledge of the Company or its Affiliates, are there any threatened claims or assertions, that the use or practice of the Company Technology infringes, misappropriates, or proprietary information; to dilutes the Company’s knowledgeintellectual property rights of a Third Party, no other entity except for claims or individual has any right or claim in any assertions that have been resolved without impairment of the Company’s or its Subsidiaries’ owned, material patents, patent applications, rights in and to any of the Company Technology or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and Key Product. To the Company or a Subsidiary or by any non-contractual obligation Knowledge of the Company or a Subsidiaryits Affiliates, other than by written licenses granted by there is no unauthorized use, infringement, misappropriation or dilution of any of the Company Technology by any Person, including any current or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights former employee or consultant of the Company or a Subsidiary in any of its Subsidiaries. Neither the Company nor any of its Affiliates has entered into any Contract (i) granting any Person (other than Parent or its Affiliates) the right to bring infringement, misappropriation, or dilution actions with respect to, or otherwise to enforce rights with respect to, any of the Company Technology or any Key Product, or (ii) expressly agreeing to indemnify any Person (other than Parent or its Affiliates) against any charge of infringement, misappropriation, or dilution of any of the Technology or any Key Product. Neither the Company nor any of its Affiliates Subsidiaries is subject to any Intellectual Property ownedoutstanding judgment, licensedinjunction, order, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectdecree concerning any Technology.

Intellectual Property. Except as (i) If Executive creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, concepts, intellectual property, materials, trademarks or similar rights, documents or other work product (including without limitation, research, reports, software, algorithms, techniques, databases, systems, applications, presentations, textual works, content, improvements, or audiovisual materials), whether or not patentable or registrable under patent, trademark, copyright or similar laws ("Works"), either alone or with third parties, at any time during Executive's employment by the Company Group members and within the scope of such employment (it being understood that, for the avoidance of doubt, the activities set forth on EXHIBIT II shall not be considered within the scope of such employment for the purposes of this Section 7) and/or with the use of any resources of any Company Group member or their respective Affiliates, which Works shall be "Company Group Works" (it being understood that, notwithstanding anything herein to the contrary, in no event shall Executive's name, likeness, image or any other rights of publicity be considered Company Group Works). Executive agrees that all such Company Group Works shall, as between the Registration Statement or parties hereto, be the Prospectussole and exclusive property and intellectual property of the Company. Notwithstanding the foregoing, Executive hereby irrevocably assigns, transfers and conveys (and agrees to so assign, transfer and convey), to the Company’s knowledgemaximum extent permitted by applicable law, all of Executive's right, title, and interest therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other intellectual property laws, and related laws) to the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except Group members to the extent that ownership of any such rights does not vest originally in such Company Group members whether as a "work made for hire" or by virtue of the failure to own or possess adequate rights to use such Intellectual Property would not, individually or prior sentence. If Executive creates any written records (in the aggregateform of notes, reasonably be expected to have a Material Adverse Effect; except sketches, drawings, or any other tangible form or media) of any Company Group Works such records will remain, as disclosed in writing to Ascendiantbetween the parties hereto, the sole property and intellectual property of the Company and Group at all times. For clarity, any of its Subsidiaries have not received activities using Executive's name, likeness, image or any written notice of any claim of infringement or conflict that asserted Intellectual Property other rights of otherspublicity, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against extent such activities would not otherwise be prohibited by Section_6(a) of the Agreement and are outside of the ordinary course of business of the Company Group, as such business exists now or its Subsidiaries challenging at any time in the Company’s future or its Subsidiaries’ rights in (B) are otherwise approved by the Board (which approval shall not be unreasonably withheld, conditioned or to or the validity of delayed) shall not be considered within the scope of any Executive's employment for the purposes of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectthis Section 7.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own owns or possess possesses adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have has not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; the Company has conducted reasonable searches of the United States patents of record and to the Company’s knowledge none of the Company’s patents or patent applications interfere with any other United States patents; the Company has conducted an infringement search and determined that, to the Company’s knowledge, no valid and enforceable patent held by any third party is infringed by the activities of the Company; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information; to the Company’s knowledge, knowledge no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or a SubsidiaryCompany; the Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would result in a an Material Adverse Effect.

Intellectual Property. Except To the knowledge of the Company and except as set forth described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, the Company owns or has valid, binding and its Subsidiaries own enforceable licenses or possess adequate enforceable other rights to use all under the patents, patent applicationslicenses, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrationsinventions, copyrights, licenses, and know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures), trademarks, service marks, trade names or other intellectual property (including all goodwill associated with, and all registrations and applications for registration of, the foregoing) (collectively, the “Intellectual Property”), ) reasonably necessary for to carry on the conduct of their respective businesses as conducted as business of the date hereofCompany as currently conducted and as proposed in the manner described in the Registration Statement, except the General Disclosure Package and the Prospectus; to the extent that knowledge of the failure to own or possess adequate rights to use such Company and except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all Intellectual Property would notowned or licensed by the Company is valid, individually or in the aggregateenforceable, reasonably be expected to have a Material Adverse Effectand subsisting; except and other than as disclosed in writing to Ascendiantthe Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company and is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any of its Subsidiaries have third party in connection with the Intellectual Property, (B) the Company has not received any written notice of any claim of infringement infringement, misappropriation or conflict that with any asserted rights of others with respect to any of the Company’s product candidates processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries, inventions, product candidates or processes of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will, to the knowledge of the Company, infringe, misappropriate or violate any right or valid patent claim of any third party, (D) the founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property rights for the Company have signed confidentiality and invention assignment agreements with the Company in substantially the form provided to the Underwriters, and, to the knowledge of othersthe Company, which no third party has any ownership right in or to any Intellectual Property that is owned by the Company and there is no material infringement or conflictby third parties of any Intellectual Property, if the subject of an unfavorable decisionand (E) there is no pending or, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings threatened, action, suit, proceeding or interference proceedings against the Company or its Subsidiaries claim by others challenging the Company’s validity or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse EffectProperty.

Intellectual Property. Except except as set forth disclosed in the Registration Statement or and the Prospectus, to the Company’s knowledge, the Company and its the Subsidiaries own own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all patentsuse, the patent applications, trademarks (both registered and unregistered)patents, trademarks, trademark registrations, tradenames, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systemsinformation necessary for, or procedures) used in the conduct, or the proposed conduct, of the business of the Company and its Subsidiaries taken as a whole in the manner described in the Registration Statement and the Prospectus (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses except as conducted as of the date hereof, except to the extent that the such failure to own or possess adequate obtain rights to use such Intellectual Property would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing the Registration Statement and the Prospectus (i) to Ascendiantthe knowledge of the Company, there are no third parties who have any ownership rights in or to any Intellectual Property that is owned by the Company, 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 the licensor to the Company and any of its Subsidiaries have such Intellectual Property; (ii) the Company has not received any written notice of any claim material infringement by third parties of infringement or conflict that asserted any Intellectual Property rights of othersProperty; (iii) there is no pending or, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against claim by others alleging that the Company is infringing, misappropriating, diluting or its Subsidiaries challenging the Company’s or its Subsidiaries’ otherwise violating any rights in or of others with respect to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patentsIntellectual Property; (iv) there is no pending or, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the patent or patent applications owned or exclusively licensed by the Company included in the Intellectual Property; (v) the Company has not received written notice of any claim of material infringement with any asserted rights of others with respect to any of the Company’s products, proposed products, processes or its Subsidiaries’ owned, material patents, patent applications, or any patent Intellectual Property; (vi) except as would not reasonably be expected to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect, the development, sale and any currently proposed use of any of the products, proposed products or processes of the Company referred to in the Registration Statement and the Prospectus, in the current or proposed conduct of the businesses of the Company in the manner and to the extent described in the Registration Statement and the Prospectus, do not currently, and will not upon commercialization, infringe any right or valid patent claim of any third party; (vii) to the knowledge of the Company, the parties prosecuting the patents and patent applications owned or licensed to the Company or under which the Company has rights included in the Intellectual Property have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) in connection with such applications and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application, or in the view of the Company could form a reasonable basis of a finding of invalidity with respect to any patents that have issued with respect to such applications; (viii) there is no prior art that may render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office or of which the Company is otherwise aware; (ix) 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; and (x) to the Company’s knowledge, there is no patent or published patent application in the U.S. or other jurisdiction which contains claims that dominate or may dominate the Intellectual Property or that interferes with the issued or pending claims of any such Intellectual Property.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to To the Company’s knowledge, the Company and its the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that with asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would be reasonably expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information, except such proceedings that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom that are owned or purported to be owned by the Company or any of its Subsidiaries by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or any Subsidiary, except as would not, individually or in the aggregate, be reasonably expected to have a SubsidiaryMaterial Adverse Effect; the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, would be reasonably expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, (i) the Company and its Subsidiaries own or possess sufficient legal rights to all Company Intellectual Property without any violation or infringement (or in the case of third-party patents, patent applications, trademark applications or service xxxx applications, without any violation or infringement known to the Company) of the rights of others, (ii) no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates any license or infringes any rights to Intellectual Property of any other party, except that with respect to third-party patents, patent applications, trademark applications or service xxxx applications the foregoing representation is made to the Company’s knowledge only, (iii) other than with respect to commercially available software products under standard end-user object code license agreements, there is no outstanding option, license, agreement, claim, encumbrance or shared ownership interest of any kind relating to the Company Intellectual Property, nor is the Company or any of its Subsidiaries have not bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other Person, (iv) neither the Company nor any of its Subsidiaries has received any written notice communications alleging that the Company or any of its Subsidiaries has violated or, by conducting its business, would violate any of the Intellectual Property of any claim of infringement or conflict that asserted Intellectual Property rights of othersother Person, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against (v) the Company or its Subsidiaries challenging has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees or consultants for their use in connection with the Company’s or its Subsidiaries’ rights in or business, (vi) it will not be necessary to or the validity of the scope use any inventions of any of the Company’s its or its Subsidiaries’ material patents, patent applications, current or proprietary information; former employees or consultants (or Persons the Company currently intends to hire) made prior to their employment by or consulting relationship with the Company’s knowledge; and (vii) the Company has not embedded any open source, no other entity copyleft or individual has any right or claim community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement in a manner that would require (or purport to require) the Company’s distribution of the source code of such software or its Subsidiaries’ owned, material patents, patent applications, prohibit (or any patent purport to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and prohibit) the Company from charging for the distribution or a Subsidiary or by any non-contractual obligation use of the Company software or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; otherwise limit such software’s use for commercial purposes. Each current and former employee and consultant of the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of has fully and validly assigned and transferred to the Company or a Subsidiary in or to any one of its Subsidiaries all Intellectual Property owned, licensed, he or optioned by she owns that are related to the Company’s business as now conducted and as presently proposed to be conducted. Section 2(i) of the Disclosure Schedule lists all Company or such Subsidiary that, if Intellectual Property that is registered with a governmental entity as of the subject of an unfavorable decision, would result in a Material Adverse Effectdate hereof.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its Subsidiaries the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, licensescopyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the . The Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there . There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information; to . To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or a any Subsidiary; the . The Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in Schedule 4.14, neither the Registration Statement Company nor any Company Subsidiary owns any patent relating to any product which it sells or any process used in the Prospectusmanufacture of any such product, nor has any license under any patent been granted to the Company’s knowledgeCompany or any Company Subsidiary relating to any such product or any such process, and to the Knowledge of the Company there is no patent which would cover any such product or any such process, and neither the Company nor any Company Subsidiary owns any registered copyright, trademark or trade name, nor has any license to use any registered copyright, trademark or trade name been granted to the Company or any Company Subsidiary. Each of the patents, registered copyrights, trademarks and trade names listed on Schedule 4.14 has been validly issued and is owned by the Company or a Company Subsidiary, and the Company and the Company Subsidiaries have the exclusive rights to use all such patents, copyrights, registered trademarks and trade names (if any) in the Business. Except as set forth in Schedule 4.14, the Company and its the Company Subsidiaries own or possess adequate enforceable rights have the right to use all patents, patent applicationscopyrights, trademarks (both registered and unregistered), service markstrademarks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including how, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) rights (collectively, the “Intellectual Property”), "Proprietary Rights") necessary for to conduct the conduct of their respective businesses as conducted as of Business in the date hereofmanner in which it has heretofore been conducted, except to the extent that where the failure to own or possess adequate rights to use have such Intellectual Property would notProprietary Rights, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; except as disclosed in writing to Ascendiant, . To the Company and any Knowledge of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against there is no claim, nor is there a basis for any claim, that the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope any Company Subsidiary has infringed any Proprietary Right of any of other Person, except for those claims which, whether or not asserted, individually or in the Company’s or its Subsidiaries’ material patentsaggregate, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the had and would not reasonably be expected to have a Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledgeon Schedule 5.25(a), the Company and its Subsidiaries own owns, licenses or possess adequate enforceable rights otherwise has the legal right to use all patentsIntellectual Property for its business as currently conducted. Schedule 5.25(b) sets forth a true, patent applications, trademarks (both registered correct and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “complete list of all Intellectual Property”), necessary for the conduct of their respective businesses as conducted as Property of the date hereofCompany. There are no outstanding options, except licenses or agreements of any kind relating to the extent that foregoing, nor is the failure Company bound by or a party to own any options, licenses or possess adequate rights agreements of any kind with respect to use such the Intellectual Property of any other Person other than licenses or agreements arising from the purchase of "off the shelf" or standard products. Except as would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company's Intellectual Property is in compliance will all applicable legal requirements. No Intellectual Property of the Company has been or is now involved in any dispute, opposition, invalidation or cancellation proceeding, and no such action has been threatened in writing. No Intellectual Property, wherever situated or registered, of the Company, to the knowledge of the Company is infringed, or has been challenged or, to the knowledge of the Company, threatened in any way, and no Intellectual Property of its Subsidiaries have not received any written notice the Company interferes with or is alleged to infringe or interfere with the Intellectual Property of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, other Person. Except as would result in not have a Material Adverse Effect; there are no pending, the Company has not taken any action that would result in the voiding or invalidation of any of its Intellectual Property. The Company is not aware that any of its employees, officers or consultants is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any Order, that would interfere with their duties to the Company or that would conflict with the business of the Company as currently conducted. To the knowledge of the Company, it is not necessary for it to utilize in its business any inventions, trade secrets or proprietary information of any of its officers, employees, consultants or persons it currently intends to hire made prior to their employment with any the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity . Knowledge for purposes of the scope of any this Section 5.25 means knowledge of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect's executive officers.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, would not reasonably be expected to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would nothave, individually or in the aggregate, a Company Material Adverse Effect, either the Company or a Subsidiary of the Company owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property used in their respective businesses as currently conducted. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect; except , (a) as disclosed in writing of the date hereof, there are no pending or, to Ascendiantthe knowledge of the Company, threatened claims by any person alleging infringement by the Company and or any of its Subsidiaries have for their use of the Intellectual Property owned by the Company or any of its Subsidiaries, (b) to the knowledge of the Company, the conduct of the business of the Company and its Subsidiaries does not received infringe any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of othersany person, which (c) as of the date hereof, neither the Company nor any of its Subsidiaries has made any claim of a violation or infringement by others of its rights to or conflict, if in connection with the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against Intellectual Property owned by the Company or any of its Subsidiaries challenging and (d) to the knowledge of the Company’s , no person is infringing any Intellectual Property owned by the Company or any of its Subsidiaries’ . As used in this Agreement, “Intellectual Property” means all intellectual property and industrial property rights in of any kind or to nature, including all U.S. and foreign: (i) trademarks, trade names, service marks, service names, logos, assumed names, domain names and other similar designations of source or origin, and any registrations or applications for the validity of foregoing, together with the scope of goodwill symbolized by any of the Company’s or its Subsidiaries’ material foregoing; (ii) registered and unregistered copyrights; and (iii) patents, patent applications, or proprietary information; to the Company’s knowledgepatent disclosures, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ ownedand all related continuations, material patentscontinuations-in-part, patent applicationsdivisionals, or any patent to be issued therefrom by virtue of any contractreissues, licensereexaminations, or other agreement entered into between such entity or individual substitutions, and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectextensions thereof.

Intellectual Property. Except Other than as set forth disclosed in the Registration Statement or Reports, the ProspectusCompany together with its Subsidiaries owns and possesses all right, title and interest in and to, or, to the Company’s knowledge, has duly licensed from third parties, all patents, patent rights, trade secrets, inventions, know-how, trademarks, trade names, copyrights, service marks and other proprietary rights (“Intellectual Property”) material to the business of the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered taken as a whole as currently conducted and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, as described in the Reports. To the Company’s knowledge and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses except as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, not individually or in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect; except as disclosed in writing to Ascendiant, there is no infringement or other violation by third parties of any of the Intellectual Property of the Company. Neither the Company and nor any of its Subsidiaries have not has received any written notice of any claim of infringement or conflict misappropriation from any third party that asserted Intellectual Property rights has not been resolved or disposed of othersand, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against neither the Company or nor any of its Subsidiaries challenging has infringed or misappropriated the Intellectual Property of any third party, which infringement or misappropriation would individually or in the aggregate have a Material Adverse Effect. Further, there is no pending or, to the Company’s knowledge and except as would not individually or its Subsidiaries’ rights in the aggregate have a Material Adverse Effect, threatened action, suit, proceeding or claim by governmental authorities or others that the Company is infringing a patent, and there is no pending or, to the Company’s knowledge and except as would not individually or in the validity of the scope of any aggregate have a Material Adverse Effect, threatened legal or administrative proceeding relating to patents and patent applications of the Company’s or its Subsidiaries’ material patents, other than proceedings initiated by the Company before the United States Patent and Trademark Office and the patent applications, or proprietary information; to offices of certain foreign jurisdictions which are in the ordinary course of patent prosecution. To the Company’s knowledge, no other entity or individual has any right or claim in any the patent applications of the Company’s Company presently on file disclose patentable subject matter, and the Company is not aware of any inventorship challenges, any interference which has been declared or its Subsidiaries’ ownedprovoked, or any other material patents, patent fact that (i) would preclude the issuance of patents with respect to such applications, or any patent (ii) would lead such counsel to be issued therefrom by virtue of any contractconclude that such patents, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decisionwhen issued, would result not be valid and enforceable in a Material Adverse Effectaccordance with applicable regulations.

Intellectual Property. Except as set forth in To the Registration Statement or the Prospectus, to best of the Company’s 's knowledge, the Company and or its Subsidiaries own subsidiaries owns or possess adequate enforceable possesses sufficient legal rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrationscopyrights, service mxxx registrationstrade secrets, copyrightsinventions and technology (whether or not patentable), confidential and proprietary information, domain names, licenses, and know-how (including trade secrets how, concepts, computer programs, software, databases and other unpatented collections and compilations of data, other technical data, proprietary rights, proprietary processes, and other information and/or unpatentable proprietary intellectual property necessary for their businesses as now conducted and as proposed to be conducted (each such item "COMPANY INTELLECTUAL PROPERTY") without any conflict with or confidential informationinfringement of the rights of others, systemsand has the right to bring actions for the infringement, dilution, misappropriation or procedures) (collectively, the “other violation of such Company Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that any such conflict or infringement, or the failure to own or possess adequate rights to use absence of any such Intellectual Property right, would not, not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 2.15 of the Company Disclosure Schedule contains a complete list of patents, patent applications, trademarks, service marks, trade names, copyrights and domain names used or held for use by the Company and its subsidiaries throughout the world and pending applications therefor and registrations, renewals, extensions and the like thereof, specifying as to each such item, as applicable: (i) the owner of the item, (ii) the jurisdictions in which the item is issued or registered or in which any application for issuance or registration has been filed, (iii) the respective issuance, registration, or application number of the item and (iv) the date of application and issuance or registration of the item. Except for agreements with their own employees or consultants regarding confidentiality and proprietary information, and with the exception of standard end-user license agreements, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company or any of its subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, inventions and technology (whether or not patentable), confidential and proprietary information, domain names, licenses, know-how, concepts, computer programs, software, databases and other collections and compilations of data, other technical data, proprietary rights, proprietary processes and other information and/or intellectual property of any other person or entity. Section 2.15 of the Company Disclosure Schedule hereto contains a complete and accurate list of all software owned by the Company and/or any of its subsidiaries as of the date hereof or at any time within the 36-month period prior to the date hereof (the "OWNED SOFTWARE"). The Company and/or the applicable subsidiaries own(s) exclusively all right, title and interest in and to the Owned Software and any and all enhancements, modifications, and other additions and/or improvements of or to the Owned Software, free and clear of all liens, including claims or rights of any joint owners or employees, agents, consultants or other persons involved in the development, creation, marketing, maintenance or enhancement of such computer software. All software used by the Company and/or any of its subsidiaries is either Owned Software or licensed software and is not otherwise owned by any other person (except the ownership by the named licensors of the licensed software). Neither the Company nor any of its subsidiaries has received any communications alleging infringement, dilution, misappropriation, breach or other violation of, nor does the Company or any of its subsidiaries have reason to believe that the Company or any of its subsidiaries has infringed, diluted, misappropriated, breached or otherwise violated or, by conducting their businesses as proposed, would infringe, dilute, misappropriate, breach or otherwise violate, any of the patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, inventions and technology (whether or not patentable), confidential and proprietary information, domain names, licenses, know-how, concepts, computer programs, software, databases and other collections and compilations of data, technical data, proprietary rights, proprietary processes and other information and/or intellectual property ("INTELLECTUAL PROPERTY") of any other person or entity; except neither the Company nor any of its subsidiaries is aware, based on reasonable investigation, of any reasonable basis therefor or threat thereof. To the extent that any works of authorship, materials, products, technology or software have been developed or created independently or jointly by any person other than the Company or any of its subsidiaries for which the Company or any of its subsidiaries has, directly or indirectly, paid, the Company or the applicable subsidiary has a written agreement with such person with respect thereto, and the Company or the applicable subsidiary thereby has obtained ownership of, and is the exclusive owner of, all Intellectual Property therein or thereto by operation of law or by valid assignment. In each case in which either the Company or any of its subsidiaries has acquired any Intellectual Property from any person, the Company or the applicable subsidiary has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Intellectual Property (including the right to seek past and future damages with respect thereto) to the Company or the applicable subsidiary and, to the maximum extent provided for by, and in accordance with, any applicable laws and regulations, the Company has recorded each such assignment with the relevant governmental authorities, including the U.S. Patent and Trademark Office, the U.S. Copyright Office or their respective equivalents in any relevant foreign jurisdiction. Neither the Company nor any of its subsidiaries is aware that any of its respective employees, agents, consultants or contractors is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such person's or entity's best efforts to promote the interests of the Company and its subsidiaries, or that would conflict with the Company's or any of its subsidiaries' business as proposed to be conducted. Neither the Company nor any of its subsidiaries is aware of any current or past infringement, dilution, misappropriation, breach or other violation by a third party of any of the Company Intellectual Property. Neither the Company nor any of its subsidiaries has a plan to utilize, and does not believe it is or will be necessary to utilize, any inventions of any of its employees (or people it currently intends to hire) made prior to their employment or engagement by the Company or any of its subsidiaries. Except as set forth in Section 2.15 of the Company Disclosure Schedule, the source code for the Owned Software has not been disclosed to any third party and none of the source code for the Owned Software has been placed in writing escrow or is otherwise not in the full and exclusive control of the Company and/or the applicable subsidiaries of the Company. No Intellectual Property owned or used by the Company or any of its subsidiaries is subject to Ascendiantany outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by the Company or any of its subsidiaries. All of the patents, trademark and service xxxx registrations, copyright registrations and domain name registrations indicated in Section 2.15 of the Company Disclosure Schedule are valid and in full force, are held of record in the name of the Company or the applicable subsidiary free and clear of all liens, encumbrances and other claims, are not the subject of any cancellation or reexamination proceeding or any other proceeding challenging their extent or validity, and all necessary registration, maintenance and renewal fees in connection with such patents and registrations have been paid and all necessary documents and certificates in connection with such patents and registrations have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such patents and registrations. The Company and/or the applicable subsidiary is the applicant of record in all patent applications, and applications for trademark, service xxxx, and copyright registration indicated in Section 2.15 of the Company Disclosure Schedule, and no opposition, extension of time to oppose, interference, final rejection, or final refusal to register has been received in connection with any such application. The Company and each of its subsidiaries has taken all reasonable steps that are required to protect the Company's rights in material trade secrets, know-how or other confidential or proprietary information (including, without limitation, source code) of the Company and any of its Subsidiaries have not received subsidiaries or provided by any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or other person to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectapplicable subsidiary.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, Each of the Company and its Company Subsidiaries own owns or possess has adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrationscorporate names, service mxxx registrationsdomain names, and other source indicators, copyrights, licenseswork of authorship in any media, and know-how (including software, databases, trade secrets and other unpatented and/or unpatentable secrets, confidential, proprietary or confidential information, systems, or procedures) non-public information and all other intellectual property rights (collectively, the “Company Intellectual Property”), ) necessary for the conduct of to carry on their respective businesses as conducted as currently conducted, free of all Liens (other than Liens arising under licenses granted in the ordinary course of business consistent with past practice), except where such would not have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice of infringements, dilution or misappropriation of or conflict with (“Infringement”) the rights of others with respect to the use of any Company Intellectual Property, and, to the Knowledge of the date hereofCompany, except to the extent that the failure to own or possess adequate rights to use such there is no Infringement of any Company Intellectual Property would notby others, in each case, other than for such Infringement as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; except as disclosed in writing to Ascendiant, . Each of the Company and any of its Company Subsidiaries has executed agreements with current and past employees, contractors and agents who have not received any written notice participated in the invention or creation of any claim of infringement or conflict that asserted material Company Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or assign to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Company Subsidiary or by any non-contractual obligation all of such persons’ right, title and interest in such Company Intellectual Property except to the extent that the absence of such agreement would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and Company Subsidiaries takes all commercially reasonable actions to protect, in all material respects, the confidentiality, integrity, security and privacy of its software, databases, systems, networks and Internet sites and all confidential information stored or a Subsidiarycontained therein or transmitted thereby from any unauthorized use, other than by written licenses granted by the Company access, interruption or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectmodification thereof.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, excluding patents that cover industry standards supported by any of the Company’s products, the Company and its Subsidiaries own owns or possess possesses adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx mark registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have has not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, conflict would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information, except such proceedings that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a SubsidiaryCompany, other than by written licenses granted by the Company Company, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to have a SubsidiaryMaterial Adverse Effect; the Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, which claim would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, excluding patents that cover industry standards supported by any of the Company’s products, the Company and its Subsidiaries own owns or possess possesses adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have has not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, conflict would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information, except such proceedings that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a SubsidiaryCompany, other than by written licenses granted by the Company Company, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to have a SubsidiaryMaterial Adverse Effect; the Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, which claim would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, would not reasonably be expected to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect on the Company, (i) the Company is the sole owner of, free and clear of any Lien (other than Permitted Encumbrances), or has a valid license to (without the payment of any royalty, except as disclosed with respect to off-the-shelf software and otherwise on commercially reasonable terms standard in writing the relevant industry), all U.S. and non-U.S. trademarks, service marks, logos, trade, assumed, d/b/a and corporate names, Internet domain names and the goodwill of the business connected with and symbolized by any of the foregoing, patents, copyrights, computer software (including all information systems, data files and databases, source and object codes, user interfaces, manuals and other specifications and documentation related thereto and all intellectual property and proprietary rights incorporated therein), whether or not registered, web sites and related items, and all trade secrets, research and development, know-how and any other information of a confidential or proprietary nature, and all other proprietary and intellectual property rights and information, including all grants, registrations and applications relating to Ascendiantany of the foregoing (collectively, the “Proprietary Rights”) used or held for use in, and necessary or advisable for, the conduct of the business of the Company and any of its Subsidiaries have not received any written notice of any claim of infringement as it is now being conducted (such Propriety Rights owned by or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or licensed to the Company’s knowledge, threatened judicial proceedings or interference proceedings against collectively, the “Company Proprietary Rights”), (ii) the rights of the Company in the Company Proprietary Rights are valid and enforceable, (iii) the Company has not received a written demand, claim, notice or its Subsidiaries challenging inquiry from any Person in respect of the Company’s Company Proprietary Rights which challenges, threatens to challenge or its Subsidiaries’ rights in or inquires as to whether there is any basis to challenge, the validity of, or the validity rights of the scope of Company in, any of the Company’s Company Proprietary Rights, and the Company has no knowledge of any basis for any such challenge, (iv) the business of the Company as currently operated does not violate or its Subsidiaries’ material patents, patent applications, or proprietary information; infringe any Proprietary Rights of any other Person and (v) to the knowledge of the Company’s knowledge, no other entity Person is violating or individual has any right or claim in infringing any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Proprietary Rights. The Company and its Subsidiaries have not received any written notice of any claim challenging taken in all material respects all reasonably necessary steps in accordance with normal industry practice to protect the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse EffectProprietary Rights.

Intellectual Property. Except as set forth disclosed in the Registration Statement Private Placement Memorandum or the ProspectusSEC Documents, to the Company’s knowledge, (i) the Company and its Subsidiaries own each Subsidiary owns or possess adequate has obtained valid and enforceable rights to use all patentslicenses or options for the inventions, patent applications, patents, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, copyrights and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) necessary for the conduct of its respective business as currently conducted (collectively, the “Intellectual Property”); and (ii) (a) there are no third parties who have any ownership rights or other ownership claims to any Intellectual Property that is owned by, necessary or has been licensed to, the Company or any Subsidiary for the conduct of their respective businesses as conducted as products and services of the date hereofCompany and its Subsidiaries described in the Private Placement Memorandum or the SEC Documents that would preclude the Company or any Subsidiary from conducting its business as currently conducted and have or reasonably be expected to have a Material Adverse Effect, except for the ownership rights of the owners of the Intellectual Property licensed or optioned by the Company or any Subsidiary; (b) there is no pending or, to the extent that Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the failure rights of the Company or any Subsidiary in or to own or possess adequate rights to use such any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary, other than claims that would not, individually or in the aggregate, neither have nor reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant(c) there is no pending or, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against claim by others challenging the validity or scope of any Intellectual Property owned, licensed or optioned by the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or any Subsidiary, other than actions, suits, proceedings and claims that would neither have nor reasonably be expected to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patentshave a Material Adverse Effect; and (d) there is no pending or, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right threatened action, suit, proceeding or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and others that the Company or a Subsidiary any Subsidiaries infringes or by otherwise violates any non-contractual obligation patent, trademark, copyright, trade secret or other proprietary right of the Company or a Subsidiaryothers, other than by written licenses granted by the Company or a Subsidiary; the Company actions, suits, proceedings and its Subsidiaries claims that would neither have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or nor reasonably be expected to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in have a Material Adverse Effect.

Intellectual Property. Other than as disclosed in any Paragraph IV Certification made in connection with a new drug application, Aytu and its Subsidiaries own or, where a license is required, have the right to use pursuant to a valid and enforceable written license, implied license or other legally enforceable right, all of the Intellectual Property (as defined below) that they have publicly described as being owned or licensed by them (the “Company IP”) or, to the knowledge of Aytu and its Subsidiaries, that is necessary for the conduct of their business as currently conducted (the “IP”). To the knowledge of Aytu and its Subsidiaries, other than as disclosed in any Paragraph IV Certification made in connection with a new drug application, the Company IP that is registered with or issued by a Governmental Authority is enforceable; there is no outstanding, pending or, to the knowledge of Aytu and its Subsidiaries, threatened in writing action, suit, other proceeding or claim by any third person challenging or contesting the validity, scope, use, ownership, enforceability, or other rights of Aytu or any of its Subsidiaries in or to any Company IP, and neither Aytu nor any Subsidiary has received any written notice regarding, any such action, suit, or other proceeding. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property. To the knowledge of Aytu and the Borrower, other than as disclosed in any Paragraph IV Certification made in connection with a new drug application, neither Aytu nor any of its Subsidiaries has infringed or misappropriated any material rights of others. Except as set forth on Schedule 3.1(m), there is no pending or, to the knowledge of Aytu or any of its Subsidiaries, threatened in writing action, suit, other proceeding or claim by others that Aytu or any of its Subsidiaries infringes upon, violates or uses the Intellectual Property rights of others without authorization, and neither Aytu nor any of its Subsidiaries has received any written notice regarding, any such action, suit, other proceeding or claim. Except as set forth on Schedule 3.1(m), neither Aytu nor any of its Subsidiaries is a party to or bound by any material licenses with respect to IP other than licenses for computer software acquired in the Ordinary Course of Business. Except as set forth in the Registration Statement Perfection Certificate delivered on the Sixth Amendment Effective Date with respect to each Loan Party Obligor, none of the Intellectual Property owned by such Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the Prospectuslicensor or franchisor. No Loan Party Obligor owns any Intellectual Property, except as set forth in the Perfection Certificate delivered on the Sixth Amendment Effective Date with respect to the Company’s knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use each Loan Party Obligor. The term “Intellectual Property” as used herein means (i) all patents, patent applications, trademarks patent disclosures and inventions (both registered whether patentable or unpatentable and unregisteredwhether or not reduced to practice), (ii) all trademarks, service marks, trade dress, trade names, trademark registrationsslogans, service mxxx registrationslogos, and corporate names and Internet domain names, together with all of the goodwill associated with each of the foregoing, (iii) copyrights, copyrightable works, and licenses, (iv) registrations and know-how applications for registration for any of the foregoing, (v) computer software (including but not limited to source code and object code), data, databases, and documentation thereof, (vi) trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems(vii) other intellectual property, or proceduresand (viii) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as copies and tangible embodiments of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or foregoing (in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company whatever form and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectmedium).

Intellectual Property. Except as set forth in the Registration Statement or and the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own subsidiaries own, possess, license or possess adequate enforceable have other rights to use use, on reasonable terms, all material patents, patent applications, trademarks (both registered trade and unregistered), service marks, trade names, trademark and service xxxx registrations, service mxxx registrationstrade names, copyrights, licenses, and inventions, trade secrets, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) intellectual property (collectively, the “Intellectual Property”), ) necessary for the conduct of the Company’s business in all material respects as now conducted or as proposed to be conducted in the Prospectus, and the conduct of their respective businesses as conducted as does not and will not conflict in any material respect with any such rights of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the others. The Company and any of its Subsidiaries subsidiaries have not received any written notice of any claim of infringement infringement, misappropriation or conflict that asserted Intellectual Property rights with any intellectual property right of othersanother in connection with its patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which infringement or conflict, if the subject of an unfavorable decision, would could reasonably be expected to result in a Material Adverse Effect; there , and the Company is aware of no factual basis for any such claim. There are no pendingrights of third parties to any such Intellectual Property, including no material liens, security interests, or other encumbrances. To the Company’s knowledge, (a) there is no material infringement by third parties of any Intellectual Property; (b) there is no action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property pending or, to the Company’s knowledge, threatened judicial proceedings or interference proceedings against in writing and, except as would not reasonably be expected to have a Material Adverse Effect, the Company is aware of no factual basis for any such claim; (c) such Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or its Subsidiaries unenforceable, in whole or in part, there is no action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, including interferences, oppositions, reexaminations, or government proceedings, pending or, to the Company’s knowledge, threatened in writing and, except as would not reasonably be expected to have a Material Adverse Effect, the Company is aware of no factual basis for any such claim; (d) there is no action, suit, proceeding or its Subsidiaries’ claim by others that the Company infringes, misappropriates, or otherwise violate, any patent, trademark, copyright, trade secret or other proprietary rights in or of others, pending or, to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patentsknowledge, patent applicationsthreatened and, or proprietary informationexcept as would not reasonably be expected to have a Material Adverse Effect, the Company is aware of no factual basis for any such claim; (e) to the Company’s knowledge, no other entity employee of the Company is in or individual has been in violation of any right term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or claim any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (f) to the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property; (g) to the Company’s knowledge and except as described on Schedule 5(kk), there is no patent or its Subsidiaries’ ownedpublished patent application in the U.S. or other jurisdiction which contains claims that dominate or may dominate any Intellectual Property described in the Prospectus as being owned by or licensed to the Company or that interferes with the issued or pending claims of any such Intellectual Property; (h) to the Company’s knowledge, material patents, there is no prior art that may render any patent applications, held by the Company invalid or any patent application held by the Company unpatentable; and (i) all prior art of which the Company is aware that may be material to be issued therefrom by virtue the validity of any contracta U.S. patent or to the patentability of a U.S. patent application has been disclosed to the U.S. Patent and Trademark Office, license, or and all such prior art has been disclosed to the patent office of other agreement entered into between such entity or individual jurisdictions where required. All licenses to which the Company is a party relating to the Intellectual Property are in full force and effect and the Company or a Subsidiary or by is not in violation of any non-contractual obligation term of such license. The product candidates described in the Company or a Subsidiary, other than by written licenses granted Prospectus as under development by the Company or a Subsidiary; its subsidiaries fall within the Company and its Subsidiaries have not received any written notice scope of any claim challenging the rights claims of one or more patents or patent applications owned by, or licensed to, the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectits subsidiary.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its the Subsidiaries own own, possess, license or possess have other adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own own, possess, license or possess have other adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing there is no pending or, to Ascendiantthe Company’s Knowledge, threatened action, suit, proceeding or claim by others that the Company and any of its Subsidiaries have not received any written notice of any claim of infringement infringe or otherwise conflict that with asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledgeKnowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, applications or any patent to be issued therefrom that are owned or purported to be owned by the Company or any of its Subsidiaries by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or any Subsidiary, except as would not, individually or in the aggregate, have a SubsidiaryMaterial Adverse Effect; there is no pending or, to the Company Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries have not received any written notice of any claim challenging the Subsidiaries’ rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the (a) The Company has sufficient title and its Subsidiaries own or possess adequate enforceable rights to use ownership of all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrationscopyrights, trade secrets, information, proprietary rights and processes and all other intellectual property necessary for its and its Subsidiaries' businesses as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. Except as set forth in Schedule 2.13 to the Schedule of Exceptions, and except for liens granted pursuant to the Credit Agreement, there are no outstanding options, licenses, liens, encumbrances or agreements of any kind relating to the foregoing, nor is the Company or any Subsidiary bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service mxxx registrationsmarks, trade names, copyrights, trade secrets, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, proprietary rights and processes of any other person or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereofentity, except pursuant to the extent Transaction Documents and except for licenses for commercially available off-the-shelf software that involves payments by the failure to own Company or possess adequate rights to use such Intellectual Property would not, individually or any Subsidiary for less than $100,000 in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, . None of the Company and any of its the Subsidiaries have not has received any written notice of any claim of infringement or conflict communications alleging that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or any Subsidiary has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. None of the Company and the Subsidiaries challenging has knowledge that any of their employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company or any Subsidiary or that would conflict with the Company’s 's or its Subsidiaries’ rights in or any Subsidiary's businesses as proposed to or be conducted, except as set forth on Schedule 2.11(a) to the validity Schedule of Exceptions. None of the scope execution and delivery of any of the Company’s or its Subsidiaries’ material patentsTransaction Documents, patent applicationsthe consummation of the transactions contemplated thereby, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any carrying on of the Company’s 's or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom ' businesses by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation employees of the Company or a any Subsidiary, other than by written licenses granted or the conduct of the Company's or any Subsidiary's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. None of the Company and the Subsidiaries believes it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to or outside the scope of their employment by the Company or a any Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except The Company and its subsidiaries, taken as a whole, own, or have obtained valid and enforceable licensed 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, Pricing Disclosure Package and the Prospectus as being owned or licensed by them and which cover their respective businesses as currently conducted or as currently proposed to be conducted in the Registration Statement, Pricing Disclosure Package and the Prospectus (collectively, “Intellectual Property”). To the Company’s knowledge: (i) there are no third parties who have rights to any solely owned or exclusively licensed Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as licensed to the Company or any of its subsidiaries, and the Company and each of its subsidiaries, taken as a whole, have taken all reasonable steps necessary to secure their respective interests in the Intellectual Property from their respective employees and contractors; (ii) there is no infringement by third parties of any Intellectual Property; (iii) neither the Company nor any of its subsidiaries is infringing the intellectual property rights of third parties; (iv) each of the Company and its subsidiaries is the sole owner of the Intellectual Property owned by it and has the valid right to use such Intellectual Property; 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 such subsidiary. 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, Pricing Disclosure Package and the Prospectus as under development, 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 each of its subsidiaries, taken as a whole, have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company 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. All patents and patent applications owned by or exclusively licensed to the Company or its subsidiaries or under which the Company or any of its subsidiaries has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) in connection with such applications; except as set forth in the Registration Statement or Statement, Pricing Disclosure Package and the Prospectus, to the Company’s knowledge, there is no patent or patent application that contains claims that dominate or may dominate (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the Company and its Subsidiaries own issued or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope pending claims of any of the Company’s Intellectual Property of the Company or any of its Subsidiaries’ material patents, patent applications, or proprietary informationsubsidiaries; to the Company’s knowledge, there is no other entity prior art material to any patent or individual has any right or claim in any patent application of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation Intellectual Property of the Company or a Subsidiary, other than by written licenses granted its subsidiaries that may render any U.S. patent held by the Company or a Subsidiary; the Company and its Subsidiaries have not received subsidiaries invalid or any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned U.S. patent application held by the Company or any of its subsidiaries unpatentable; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such Subsidiary that, if application or would reasonably be expected to form the subject basis of an unfavorable decision, would result in a Material Adverse Effectfinding of invalidity with respect to any patents that have been issued with respect to such applications.

Intellectual Property. Except as set forth in the Registration Statement (i) The Company or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries subsidiaries own or possess adequate enforceable rights the right to use all the patents, patent applicationslicenses, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, copyrights and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”)) reasonably necessary to carry on the business conducted by the Company and its subsidiaries, necessary for taken as a whole, as described in the conduct of their respective businesses as conducted as of the date hereofExchange Act Documents, except to the extent that the failure to own or possess adequate rights the right to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed , (ii) all of such patents, registered trademarks and registered copyrights owned by the Company or its subsidiaries have been duly registered in, filed in writing to Ascendiantor issued by the United States Patent and Trademark Office, the United States Registrar of Copyrights or the corresponding offices of other jurisdictions, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (iii) all material licenses or other material agreements under which (1) the Company and or any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted subsidiaries is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources, and (2) the Company or any of its subsidiaries has granted rights of othersto others in Intellectual Property owned or licensed by the Company, which infringement are in full force and effect and there is no default by the Company or conflictits subsidiaries or, if to the subject of an unfavorable decisionCompany’s knowledge, the other parties thereto, except for such failures to be in full force and effect and such defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against (iv) the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the infringement of or conflict with asserted rights of the Company or a Subsidiary in or others with respect to any Intellectual Property ownedProperty, licensedexcept for notices the content of which if accurate would not, individually or optioned by in the Company or such Subsidiary thataggregate, if the subject of an unfavorable decision, would result in reasonably be expected to have a Material Adverse Effect.Effect and

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to To the Company’s knowledge, the Company and its the Subsidiaries own or possess or can acquire on reasonable terms adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess or acquire adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as may be disclosed in writing to AscendiantMLV, the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information, except such proceedings that have been disclosed in writing to MLV or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, knowledge no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or any Subsidiary except for such right or claim that would not, individually or in the aggregate, reasonably be expected to have a SubsidiaryMaterial Adverse Effect; the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s To its knowledge, the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted and as described in the Registration Statement, including the Incorporated Documents, and the Prospectus as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to AscendiantBP, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ owned material patents, patent applications, applications or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, owned material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or or, to the Company’s knowledge, by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a SubsidiarySubsidiary and other than such rights or claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary thatwhich claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, the Company owns, has valid and its Subsidiaries own enforceable licenses for or possess otherwise has adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how technology (including trade secrets but not limited to patented, patentable and other unpatented and/or inventions and unpatentable proprietary or confidential information, systems, systems or procedures), designs, processes, licenses, patents, trademarks, service marks, trade secrets, trade names, know how, copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent ) that the failure to own are or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, could reasonably be expected to have be material to its business as currently conducted or to the manufacture, operation and sale of any products and services sold by the Company. The Intellectual Property of the Company has not been adjudged by a Material Adverse Effect; except court or other administrative body of competent jurisdiction to be invalid or unenforceable in whole or in part. Except as disclosed in writing to Ascendiantthe Registration Statement, the Company General Disclosure Package and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of othersthe Prospectus, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (i) there are no pendingthird parties who have established or, to the knowledge of the Company, will be able to establish, rights to any Intellectual Property owned by, or 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, the General Disclosure Package and the Prospectus disclose is licensed to the Company’s knowledge; (ii) to the knowledge of the Company, there is no infringement, misappropriation or other violation by third parties of any Intellectual Property owned by, or licensed to, the Company; (iii) there is no pending or, to the knowledge of the Company, threatened judicial proceedings action, suit, proceeding or interference proceedings against the Company or its Subsidiaries claim by others challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensedowned by, or optioned licensed to, the Company, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by, or licensed to, the Company, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that (nor has the Company received any claim from a third party that) the Company infringed, misappropriated or otherwise violated any intellectual property rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company has complied with and there has been no material breach or default under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by or licensed to the Company or that challenges the validity, enforceability or scope of any such Subsidiary thatIntellectual Property; and (viii) to the knowledge of the Company, if there is no prior art that may render any patent application within such Intellectual Property unpatentable that has not been disclosed to the subject U.S. Patent and Trademark Office. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company is not obligated or under any liability whatsoever to make any material payment by way of an unfavorable decisionroyalties, would result fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in a Material Adverse Effectconnection with the conduct of its business or otherwise.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and each of its Subsidiaries subsidiaries own or possess adequate enforceable or have valid rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrations, service mxxx mark registrations, copyrights, licenses, and know-how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) similar rights (collectively, the “Intellectual PropertyProperty Rights”)) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the knowledge of the Company, no action or use by the Company or any of its subsidiaries necessary for the conduct of their respective businesses business as conducted currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of the date hereofothers, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. Neither the extent that the failure to own Company nor any of its subsidiaries have received any notice alleging any such infringement, fee or possess adequate rights to use such conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property 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 6(bb), reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse EffectChange; (C) the Intellectual Property Rights owned by the Company or any of its subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there are is no pendingpending or, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against 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 claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), 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 by others that the Company or any of its Subsidiaries challenging subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company’s or Company nor any of its Subsidiaries’ rights in or to or subsidiaries has received any written notice of such claim and the validity of the scope Company is unaware of any of other facts which would form a reasonable basis for any such claim that would, individually or in the Company’s or its Subsidiaries’ material patentsaggregate, patent applicationstogether with any other claims in this Section 6(bb), or proprietary informationreasonably be expected to result in a Material Adverse Change; and (E) except as disclosed in the Registration Statement and the Prospectus, to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation employee of the Company or any of its subsidiaries 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 or any restrictive covenant to or with a Subsidiaryformer employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries, or actions undertaken by the employee while employed with the Company or any of its subsidiaries 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 or any of its subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other than by written licenses granted person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company subsidiaries has been obtained or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any such Subsidiary thatsubsidiary or, if to the subject Company’s knowledge, any of an unfavorable decisionits or its subsidiaries’ officers, would result directors or employees, or otherwise in a Material Adverse Effectviolation of the rights of any persons.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own or possess have obtained adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess to have obtained adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to AscendiantMLV, neither the Company and nor any of its Subsidiaries have not has received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information, except for such proceedings which would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, owned material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary, except for such rights or claims which would not reasonably be expected to have a Material Adverse Effect; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary thatwhich claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company (a) The U.S. and its Subsidiaries own or possess adequate enforceable rights to use all non-U.S. patents, patent applicationstrade secrets, trademarks (both registered and unregistered)know-how, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licensesand other proprietary and intellectual property rights, and know-how (including trade secrets all grants and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) applications with respect to the foregoing (collectively, the “Intellectual Property”), necessary for ) that is owned by the conduct of their respective businesses as conducted as Company is owned free from any material liens or restrictions. All of the date hereofCompany’s material licenses, except permits, authorizations, approvals, contracts or consents granted, issued by or with any Person relating to the extent use of Intellectual Property (collectively, the “Intellectual Property Licenses”) are in full force and effect in accordance with their terms, are free of any liens or restrictions, and neither the Company nor to the Company’s knowledge any other party thereto, is in material breach of any such material Intellectual Property License, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder or would result in the termination thereof or would cause or permit the acceleration or other change of any right or obligation of the loss of any benefit thereunder by the Company except, in each case, (i) for any such failure to own be in full force and effect, such lien or possess adequate rights to use restriction, and such Intellectual Property material breach that would not, individually not have or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to material adverse effect on the Company’s knowledgefinancial condition, threatened judicial proceedings business or interference proceedings against operations, or (ii) as set forth in any such Intellectual Property License. Except as set forth in the Company SEC Documents filed prior to the date hereof, there is no material legal claim or its Subsidiaries demand of any Person pertaining to, or any proceeding which is pending (of which the Company has received notice or otherwise has knowledge) or, to the knowledge of the Company, threatened, (i) challenging the right of the Company in respect of any Company Intellectual Property, or (ii) that claims that any default exists under any Intellectual Property License, except, in the case of (i) and (ii) above, where any such claim, demand or proceeding would not have or reasonably be expected to have a material adverse effect on the Company’s financial condition, business or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectoperations.

Intellectual Property. Except as set forth If the Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to the Participant’s Employment with the Company, that are relevant to or implicated by such Employment (“Prior Works”), the Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Registration Statement Company’s current and future business. If the Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during the ProspectusParticipant’s Employment with the Company and within the scope of such Employment and/or with the use of any Company resources (“Company Works”), the Participant shall promptly and fully disclose such works to the Company and hereby irrevocably assigns, transfers and conveys, to the Company’s knowledgemaximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate ownership of any such rights to use such Intellectual Property would not, individually or does not vest originally in the aggregateCompany. The Participant agrees to keep and maintain adequate and current written records (in the form of notes, reasonably sketches, drawings, and any other form or media requested by the Company) of all Company Works. The records will be expected available to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, and remain the sole property and intellectual property of the Company at all times. The Participant shall take all requested actions and execute all requested documents (including any of its Subsidiaries have not received any written notice of any claim of infringement licenses or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in assignments required by a Material Adverse Effect; there are no pending, or to government contract) at the Company’s knowledge, threatened judicial proceedings or interference proceedings against expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of registering any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to rights in the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual Prior Works and Company Works. If the Company or a Subsidiary or by is unable for any non-contractual obligation of other reason to secure the Company or a SubsidiaryParticipant’s signature on any document for this purpose, other than by written licenses granted by then the Company or a Subsidiary; Participant hereby irrevocably designates and appoints the Company and its Subsidiaries have not received duly authorized officers and agents as the Participant’s agent and attorney-in-fact, to act for and on the Participant’s behalf to execute any written notice of any claim challenging documents and to do all other lawfully permitted acts in connection with the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectforegoing.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to To the Company’s knowledge, the Company and or its Subsidiaries own owns or possess adequate enforceable possesses or has valid rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) similar rights (collectively, the “Intellectual PropertyProperty Rights”), ) necessary for the conduct of their respective businesses as conducted as the business of the date hereofCompany and its Subsidiaries as currently carried on and as described in each Registration Statement and the Prospectus. To the knowledge of the Company, except no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statements and the Prospectus will involve or give rise to the extent that the failure to own any infringement of, or possess adequate rights to use such license or 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, in a Material Adverse Effect (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any 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 the Company in or to any such Intellectual Property 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 3.1(s), reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there are is no pendingpending or, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against 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 claim that would, individually or its Subsidiaries challenging in the aggregate, together with any other claims in this Section 3.1(s), 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 its Subsidiaries’ claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights in or to or of others, the validity Company has not received any written notice of such claim and the scope Company is unaware of any of other facts which would form a reasonable basis for any such claim that would, individually or in the Company’s or its Subsidiaries’ material patentsaggregate, patent applicationstogether with any other claims in this Section 3.1(s), or proprietary informationreasonably be expected to result in a Material Adverse Effect; and (E) to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation 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 or any restrictive covenant to or with a Subsidiaryformer employer where the basis of such violation relates to such employee’s employment with the Company, other than by written licenses granted or actions undertaken by the Company or a Subsidiary; employee while employed with the Company and its Subsidiaries have not received any written notice of any claim challenging could reasonably be expected to result, individually or in the rights of the Company or a Subsidiary in or to any Intellectual Property ownedaggregate, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect. 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 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 Statements and the Prospectus and are not described therein. The Registration Statements and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

Intellectual Property. Except as set forth in To the Registration Statement or best of the Prospectus, to the ______________________ Company’s 's knowledge, the Company and or its Subsidiaries own subsidiaries owns or possess adequate enforceable possesses sufficient legal rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrationscopyrights, service mxxx registrationstrade secrets, copyrightsinventions and technology (whether or not patentable), confidential and proprietary information, domain names, licenses, and know-how (including trade secrets how, concepts, computer programs, software, databases and other unpatented collections and compilations of data, other technical data, proprietary rights, proprietary processes, and other information and/or unpatentable proprietary or confidential information, systems, or procedures) intellectual property necessary for their businesses as now conducted and as proposed to be conducted (collectively, the “each such item "Company Intellectual Property”)") without any conflict with or infringement of the rights of others, necessary and has the right to bring actions for the conduct infringement, dilution, misappropriation or other violation of their respective businesses as conducted as of the date hereofsuch Company Intellectual Property, except to the extent that any such conflict or infringement, or the failure to own or possess adequate rights to use absence of any such Intellectual Property right, would not, not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 3(k) contains a complete list of patents, patent applications, trademarks, service marks, trade names, copyrights and domain names used or held for use by the Company and its Subsidiaries throughout the world and pending applications therefor and registrations, renewals, extensions and the like thereof, specifying as to each such item, as applicable: (i) the owner of the item, (ii) the jurisdictions in which the item is issued or registered or in which any application for issuance or registration has been filed, (iii) the respective issuance, registration, or application number of the item and (iv) the date of application and issuance or registration of the item. Except for agreements with their own employees or consultants regarding confidentiality and proprietary information, and with the exception of standard end-user license agreements, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, inventions and technology (whether or not patentable), confidential and proprietary information, domain names, licenses, know-how, concepts, computer programs, software, databases and other collections and compilations of data, other technical data, proprietary rights, proprietary processes and other information and/or intellectual property of any other person or entity. Schedule 3(k) hereto contains a complete and accurate list of all software owned by the Company and/or any of its Subsidiaries as of the date hereof or at any time within the 36-month period prior to the date hereof (the "Owned Software"). The Company and/or the applicable Subsidiaries own(s) exclusively all right, title and interest in and to the Owned Software and any and all enhancements, modifications, and other additions and/or improvements of or to the Owned Software, free and clear of all liens, including claims or rights of any joint owners or employees, agents, consultants or other persons involved in the development, creation, marketing, maintenance or enhancement of such computer software. All software used by the Company and/or any of its Subsidiaries is either Owned Software or licensed software and is not otherwise owned by any other person (except the ownership by the named licensors of the licensed software). Neither the Company nor any of its Subsidiaries has received any communications alleging infringement, dilution, misappropriation, breach or other violation of, nor does the Company or any of its Subsidiaries have reason to believe that the Company or any of its Subsidiaries has infringed, diluted, misappropriated, breached or otherwise violated or, by conducting their businesses as proposed, would infringe, dilute, misappropriate, breach or otherwise violate, any of the patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, inventions and technology (whether or not patentable), confidential and proprietary information, domain names, licenses, know-how, concepts, computer programs, software, databases and other collections and compilations of data, technical data, proprietary rights, proprietary processes and other information and/or intellectual property ("Intellectual Property") of any other person or entity; except neither the Company nor any of its Subsidiaries is aware, based on reasonable investigation, of any reasonable basis therefor or threat thereof. To the extent that any works of authorship, materials, products, technology or software have been developed or created independently or jointly by any person other than the Company or any of its Subsidiaries for which the Company or any of its Subsidiaries has, directly or indirectly, paid, the Company or the applicable subsidiary has a written agreement with such person with respect thereto, and the Company or the applicable subsidiary thereby has obtained ownership of, and is the exclusive owner of, all Intellectual Property therein or thereto by operation of law or by valid assignment. In each case in which either the Company or any of its Subsidiaries has acquired any Intellectual Property from any person, the Company or the applicable subsidiary has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Intellectual Property (including the right to seek past and future damages with respect thereto) to the Company or the applicable subsidiary and, to the maximum extent provided for by, and in accordance with, any applicable laws and regulations, the Company has recorded each such assignment with the relevant governmental authorities, including the U.S. Patent and Trademark Office, the U.S. Copyright Office or their respective equivalents in any relevant foreign jurisdiction. Neither the Company nor any of its Subsidiaries is aware that any of its respective employees, agents, consultants or contractors is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such person's or entity's best efforts to promote the interests of the Company and its Subsidiaries, or that would conflict with the Company's or any of its Subsidiaries' business as proposed to be conducted. Neither the Company nor any of its Subsidiaries is aware of any current or past infringement, dilution, misappropriation, breach or other violation by a third party of any of the Company Intellectual Property. Neither the Company nor any of its Subsidiaries has a plan to utilize, and does not believe it is or will be necessary to utilize, any inventions of any of its employees (or people it currently intends to hire) made prior to their employment or engagement by the Company or any of its Subsidiaries. Except as set forth in Schedule 3(k), the source code for the Owned Software has not been disclosed to any third party and none of the source code for the Owned Software has been placed in writing escrow or is otherwise not in the full and exclusive control of the Company and/or the applicable Subsidiaries of the Company. No Intellectual Property owned or used by the Company or any of its Subsidiaries is subject to Ascendiantany outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by the Company or any of its Subsidiaries. All of the patents, trademark and service mark registrations, copyright registrations and doxxxx name registrations indicated in Schedule 3(k) are valid and in full force, are held of record in the name of the Company or the applicable subsidiary free and clear of all liens, encumbrances and other claims, are not the subject of any cancellation or reexamination proceeding or any other proceeding challenging their extent or validity, and all necessary registration, maintenance and renewal fees in connection with such patents and registrations have been paid and all necessary documents and certificates in connection with such patents and registrations have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such patents and registrations. The Company and/or the applicable subsidiary is the applicant of record in all patent applications, and applications for trademark, service mark, and copyright registration indicated in Schexxxx 3(k), and no opposition, extension of time to oppose, interference, final rejection, or final refusal to register has been received in connection with any such application. The Company and each of its Subsidiaries has taken all reasonable steps that are required to protect the Company's rights in material trade secrets, know-how or other confidential or proprietary information (including, without limitation, source code) of the Company and any of its Subsidiaries have not received or provided by any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or other person to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a applicable Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth described in the Registration Statement or the ProspectusSEC Reports, to the Company’s knowledge, (i) the Company and its Subsidiaries own own, possess, or possess adequate have valid, binding and enforceable licenses or other rights to use all the patents, patent rights and patent applications, trademarks (both registered and unregistered)copyrights, trademarks, service marks, trade names, trademark registrationsInternet domain names, service mxxx registrationstechnology, copyrightsconfidential information, licensessoftware, and know-how how, (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) and other intellectual property and proprietary rights necessary or used in connection with the conduct of their business in the manner in which it is presently being conducted and in the manner set forth in the SEC Reports (collectively, the “Company Intellectual Property”), necessary for the conduct of their respective businesses except as conducted as of the date hereofwould not reasonably be expected to result in a Material Adverse Effect, except and to the extent that the failure to own or possess adequate rights to use such Company Intellectual Property would notis not sufficient to so conduct their business, individually or including with respect to any products described in the aggregateSEC Reports as being under development, the Company believes it can acquire such rights on reasonable terms; (ii) to the knowledge of the Company, (A) none of the patents and patent applications owned by the Company or its Subsidiaries (the “Company Patents”) is invalid or unenforceable and neither the Company nor any of its Subsidiaries has received any challenge (including without limitation, notices of expiration) to the validity or enforceability of Company Patents from any third party or governmental authority and the Company and its Subsidiaries have made all filings and paid all fees necessary to maintain any Company Patents owned by any of them, and (B) none of the Company Intellectual Property owned by the Company or its Subsidiaries is invalid or unenforceable and neither the Company nor any of its Subsidiaries has received any challenge (including without limitation, notices of expiration) to the validity or enforceability of Company Intellectual Property from any third party or governmental authority and the Company and its Subsidiaries have made all filings and paid all fees necessary to maintain any Company Intellectual Property owned by any of them, except as would not reasonably be expected to have result in a Material Adverse EffectEffect for Company Intellectual Property other than Company Patents; except as disclosed in writing to Ascendiant, (iii) the Company and its Subsidiaries have taken reasonable measures necessary to secure their interests in Company Intellectual Property, including the confidentiality of all trade secrets and confidential information which constitutes Company Intellectual Property, and to secure assignment of Company Intellectual Property from its employees and contractors; (iv) neither the Company nor any of its Subsidiaries have not has received any written notice of any claim of infringement or conflict that asserted misappropriation of (and the Company does not know of any infringement or misappropriation of) intellectual property rights of others by the Company or any of its Subsidiaries (A) with respect to the Company Patents or (B) with respect to the Company Intellectual Property, except as would not reasonably be expected to result in a Material Adverse Effect for Company Intellectual Property other than Company Patents; (vi) the Company and its Subsidiaries are not in breach of, and have complied with all terms of, any license or other agreement relating to any Company Intellectual Property, and no party to any such agreement has given the Company or its Subsidiaries notice of its intention to cancel, terminate, alter the scope of rights of othersunder or fail to renew any such agreement, which infringement or conflict, if the subject of an unfavorable decision, except as would not reasonably be expected to result in a Material Adverse Effect; there are and (vii) no pendingsuit or other proceeding is pending against the Company or any of its Subsidiaries concerning any agreement concerning the Company Intellectual Property, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against including any proceeding concerning a claim that the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of another person has breached any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectagreement.

Intellectual Property. The Company owns, possesses, or can acquire on reasonable terms, all Intellectual Property necessary for the conduct of its business as now conducted or as described in the SEC Reports to be conducted in all material respects, except as such failure to own, possess, or acquire such rights would not have a Material Adverse Effect. Except as set forth in the Registration Statement SEC Reports, (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not have a Material Adverse Effect; (B) there is no pending or, to the Prospectusknowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company, have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (D) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries own infringes, misappropriates or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such otherwise violates any Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiantother proprietary rights of others, the Company and any of its Subsidiaries have has not received any written notice of any such claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against and the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope is unaware of any of the Company’s or its Subsidiaries’ other material patents, patent applications, or proprietary informationfact which would form a reasonable basis for any such claim; and (E) to the Company’s knowledge, no Company employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other entity agreement, or individual has subject to any right judgment, decree or claim in order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business; none of the execution and delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company, and the conduct of the Company’s business as proposed, will conflict with or its Subsidiaries’ ownedresult in a breach of terms, material patents, patent applicationsconditions, or any patent to be issued therefrom by virtue of provisions of, or constitute a default under, any contract, licensecovenant or instrument under which any such employee is now obligated; and it is not and will not be necessary to use any inventions, trade secrets or proprietary information of any of its consultants, or other agreement entered into between such entity its employees (or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted persons it currently intends to hire) made prior to their employment by the Company Company, except for technology that is licensed to or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned owned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse EffectCompany.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to (i) To the Company’s knowledge, the Company and its the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, (ii) the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; (iii) there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information; (iv) to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or a any Subsidiary; and (v) the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to AscendiantMLV, the Company and any of its Subsidiaries the Subsidiary have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ the Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ the Subsidiary’s material patents, patent applications, applications or proprietary information, except for such proceedings that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, the Subsidiary’s material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or the Subsidiary, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to have a SubsidiaryMaterial Adverse Effect; the Company and its Subsidiaries the Subsidiary have not received any written notice of any claim challenging the rights of the Company or a the Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such the Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its Subsidiaries own subsidiaries own, or possess adequate have valid, binding, enforceable and sufficient licenses or other rights to use all patentsuse, the patents and patent applications, trademarks (both registered and unregistered)copyrights, trademarks, service marks, trade names, trademark registrationstechnology, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights but excluding generally commercially available “off the shelf” software programs licensed pursuant to a “shrink wrap” or confidential information“click and accept” license) and other intellectual property necessary or used or held for use in, systemsin any material respect, or procedures) to conduct their business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Company Intellectual Property”), necessary for the conduct of their respective businesses except as conducted as of the date hereof, except would not reasonably be expected to the extent that the failure to own or possess adequate rights to use such Intellectual Property would nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed neither the Company nor any of its subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in writing connection with which any Company Intellectual Property is provided to Ascendiant, the Company and any of its Subsidiaries have subsidiaries, except for such infringements, violations or breaches that would not received any written notice of any claim of infringement reasonably be expected to have, individually or conflict that asserted Intellectual Property rights of othersin the aggregate, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pendingperson has asserted, or notified, or, to the knowledge of the Company’s knowledge, threatened judicial proceedings or interference proceedings against to assert any claim against, the Company or any of its Subsidiaries challenging subsidiaries that (A) the Company’s Company or any of its Subsidiaries’ subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of its subsidiaries is in breach or to default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or the validity of adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope or registerability of, interference with, or use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course), except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted Intellectual Property owned by the Company or a Subsidiary; any of its subsidiaries, except as would not reasonably be expected to have, individually or in the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property ownedaggregate, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in The Company and the Registration Statement Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the Prospectus, to Intellectual Property necessary for the Company’s knowledge, conduct of the business of the Company and its the Subsidiaries own as currently conducted and as described in the SEC Filings as being owned or possess adequate enforceable licensed by them, except where the failure to own, license or have such rights could not reasonably be expected to use result in a Material Adverse Effect, individually or in the aggregate. For purposes of this Agreement, “Intellectual Property” means all of the following: (i) patents, patent applications, trademarks patent disclosures and inventions (both registered whether or not patentable and unregisteredwhether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, trademark corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, service mxxx registrations, copyrights, licenses, applications and know-how renewals for any of the foregoing; and (v) proprietary computer software (including trade secrets but not limited to data, data bases and other unpatented and/or unpatentable proprietary documentation). Except as described in the SEC Filings, (i) to the Company’s Knowledge, there are no third parties who have or confidential information, systems, or procedures) (collectively, the “will be able to establish rights to any Intellectual Property”), necessary except for the conduct of their respective businesses as conducted as ownership rights of the date hereof, except owners of the Intellectual Property which is licensed to the extent that Company as described in the failure SEC Filings or where such rights could not reasonably be expected to own or possess adequate rights to use such Intellectual Property would notresult in a Material Adverse Effect, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant(ii) there is no pending or, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledgeKnowledge, threatened judicial proceedings threat of any, action, suit, proceeding or interference proceedings against the Company or its Subsidiaries claim by others challenging the Company’s or its Subsidiaries’ any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, owned by or optioned licensed to the Company or any Subsidiary or claiming that the use of any Intellectual Property by the Company or such any Subsidiary thatin their respective businesses as currently conducted infringes, if violates or otherwise conflicts with the subject intellectual property rights of an unfavorable decisionany third party, would result and (iii) to the Company’s Knowledge, the use by the Company or any Subsidiary of any Intellectual Property by the Company or any Subsidiary in a Material Adverse Effecttheir respective businesses as currently conducted does not infringe, violate or otherwise conflict with the intellectual property rights of any third party.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own or possess have obtained adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess to have obtained adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to AscendiantXxxxxxxxxx, neither the Company and nor any of its Subsidiaries have not has received any written notice of any claim of infringement or conflict that with asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of or the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information, except for such proceedings which would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, owned material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary, except for such rights or claims which would not reasonably be expected to have a Material Adverse Effect; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary thatwhich claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its Subsidiaries own or possess adequate enforceable rights have the sufficient right to use and after the consummation of the transactions contemplated by this Agreement will have the sufficient right to use, pursuant to a license or otherwise, all Intellectual Property necessary for the operation of the businesses of each of the Company and its Subsidiaries as presently conducted (collectively, the "Company Intellectual Property") free and clear of all Encumbrances except for Permitted Encumbrances, except where the failure to own or have the right to use such Intellectual Property would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, the operation of the business of each of the Company and its Subsidiaries as presently conducted does not infringe upon, violate, or misappropriate any Intellectual Property right of any other Person, except for such matters that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. "Intellectual Property" means all of the following whether arising under the Laws of the United States or of any other jurisdiction: (a) patents, patent applicationsapplications (including patents issued thereon) and statutory invention registrations, trademarks including reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof, and all rights therein provided by international treaties or conventions, (both registered and unregistered)b) trademarks, service marks, trade names, trademark registrationsservice names, service mxxx registrationstrade dress, copyrightslogos and other identifiers of source, licensesincluding all goodwill associated therewith, and know-how (including trade secrets any and other unpatented and/or unpatentable proprietary all common law rights, and registrations and applications for registration thereof, all rights therein provided by international treaties or confidential informationconventions, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope all renewals of any of the Company’s foregoing, (c) Internet domain names, (d) copyrightable works, copyrights, moral rights, mask work rights, in each case, whether or its Subsidiaries’ material patentsnot registered, patent applicationsand registrations and applications for registration thereof, and all rights therein provided by international treaties or proprietary conventions, (e) confidential and trade secret information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ ownedincluding confidential information regarding inventions, material patentsprocesses, patent applicationsformulae, or any patent to be issued therefrom by virtue of any contractmodels, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectmethodologies.

Intellectual Property. Except as set forth to the extent disclosed in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company SEC Reports and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure inaccuracy of any of the following (or the circumstances giving rise to own or possess adequate rights to use such Intellectual Property would notinaccuracy), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, Effect on the Company: (a) the Company and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property (as defined below) necessary for the conduct of its business as currently conducted; (b) to the Company's Knowledge, the use of any Intellectual Property by the Company and its Subsidiaries does not infringe on or otherwise violate the rights of any Person and is in accordance in all material respects with any applicable license pursuant to which the Company or any Subsidiary acquired the right to use any Intellectual Property; (c) as of the date of this Agreement, to the Knowledge of the Company, no Person is challenging, infringing on or otherwise violating any material right of the Company or any of its Subsidiaries have not with respect to any Intellectual Property owned by and/or licensed to the Company or its Subsidiaries; and (d) as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice of any pending claim of infringement or conflict that asserted with respect to any Intellectual Property rights of othersused by the Company and its Subsidiaries and, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Knowledge of the Company’s knowledge, threatened judicial proceedings or interference proceedings against no Intellectual Property owned and/or licensed by the Company or its Subsidiaries challenging is being used or enforced in a manner that would result in the Company’s abandonment, cancellation or its Subsidiaries’ unenforceability of such Intellectual Property. For purposes of this Agreement, "Intellectual Property" shall mean trademarks, service marks, brand names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including, without limitation, divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any Person; writings and other works, whether copyrightable or not, in any jurisdiction; registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; any similar intellectual property or proprietary rights; and any claims or causes of action arising out of or relating to any infringement or the validity of the scope misappropriation of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectforegoing.

Intellectual Property. Except as set forth described in the Registration Statement or Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, none of the Intellectual Property necessary for the conduct of the business of the Company as currently carried on and as contemplated by the Company, as described in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, are in dispute or are in any conflict with the rights of any other person or entity. The Company (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions or equities of any kind whatsoever, all of its Intellectual Property and the licenses and rights with respect to the foregoing, used in the conduct of the business of the Company as currently carried on and contemplated by the Company’s knowledge, as described in the Registration Statement, any Preliminary Prospectus, the Company Statutory Prospectus and the Prospectus, without infringing upon or otherwise acting adversely to the right or claimed right of any person, corporation or other entity under or with respect to any of the foregoing, and (ii) except as provided in the material license agreements filed as exhibits to the Registration Statement, is not obligated or under any liability whatsoever to make any payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property with respect to the use thereof or in connection therewith for the conduct of its Subsidiaries own business or possess adequate enforceable rights otherwise. For the purposes of this Section and this Agreement, the term “Intellectual Property” means (a) all inventions (whether patentable or unpatentable and whether or not reduced to use practice), all improvements thereto, and all patents, patent applications, trademarks and patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions, and reexaminations thereof, (both registered and unregistered)b) all trademarks, service marks, trade dress, logos, trade names, trademark and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, service mxxx and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, copyrightsand renewals in connection therewith, licenses(d) all mask works and all applications, registrations, and know-how renewals in connection therewith, (including e) all trade secrets and other unpatented and/or unpatentable proprietary or confidential business information (including ideas, research and development, know how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, diagrams, specifications, customer and supplier lists, catalogs, pricing and cost information, systemsand business and marketing plans and proposals), or procedures(f) all computer software (including data and related documentation) (collectively, the “Intellectual Property”whether purchased or internally developed), necessary for the conduct of their respective businesses as conducted as of the date hereof(g) all information systems and management procedures, except to the extent that the failure to own (h) all other proprietary rights, and (h) all copies and tangible embodiments thereof (in whatever form or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, or proprietary information; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectmedium).

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, inventions and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted and as described in the Registration Statement, including the Incorporated Documents, and the Prospectus as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as disclosed in writing to AscendiantWestpark, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there . There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ owned material patents, patent applications, applications or proprietary information; to the Company’s knowledge, and no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, owned material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or or, to the Company’s knowledge, by any non-contractual noncontractual obligation of the Company or a Subsidiary, other than by written licenses granted by the Company or a Subsidiary; Subsidiary and other than such rights or claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary thatwhich claim, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the Company and its Subsidiaries own owns or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx xxxx registrations, copyrights, licenses, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses its business as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to AscendiantMLV, the Company and any of its Subsidiaries have has not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, conflict would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information, except such proceedings that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation of the Company or a SubsidiaryCompany, other than by written licenses granted by the Company Company, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to have a SubsidiaryMaterial Adverse Effect; the Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, which claim would reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and its Subsidiaries the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx marks, service xxxx registrations, internet domain name registrations, copyrights, licensescopyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the . The Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there . There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries any Subsidiary challenging the Company’s or its Subsidiaries’ any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material patents, patent applications, applications or proprietary information; , except for any such proceeding that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or any Subsidiary and other than such rights or claims that would not, individually or in the aggregate, reasonably be expected to have a Subsidiary; the Material Adverse Effect. The Company and its Subsidiaries have has not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, the The Company and each of its Subsidiaries subsidiaries own or possess adequate enforceable or have valid rights to use all patents, patent applications, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, and know-how (including inventions, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) similar rights (collectively, the “Intellectual PropertyProperty Rights”)) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the knowledge of the Company, no action or use by the Company or any of its subsidiaries necessary for the conduct of their respective businesses business as conducted currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of the date hereofothers, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. Neither the extent that the failure to own Company nor any of its subsidiaries have received any notice alleging any such infringement, fee or possess adequate rights to use such conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property 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 6(bb), reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, the Company and any of its Subsidiaries have not received any written notice of any claim of infringement or conflict that asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse EffectChange; (C) the Intellectual Property Rights owned by the Company or any of its subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there are is no pendingpending or, or to the Company’s knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against 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 claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), 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 by others that the Company or any of its Subsidiaries challenging subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company’s or Company nor any of its Subsidiaries’ rights in or to or subsidiaries has received any written notice of such claim and the validity of the scope Company is unaware of any of other facts which would form a reasonable basis for any such claim that would, individually or in the Company’s or its Subsidiaries’ material patentsaggregate, patent applicationstogether with any other claims in this Section 6(bb), or proprietary informationreasonably be expected to result in a Material Adverse Change; and (E) except as disclosed in the Registration Statement and the Prospectus, to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation employee of the Company or any of its subsidiaries 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 or any restrictive covenant to or with a Subsidiaryformer employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries, or actions undertaken by the employee while employed with the Company or any of its subsidiaries 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 or any of its subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other than by written licenses granted person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or a Subsidiary; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company subsidiaries has been obtained or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any such Subsidiary thatsubsidiary or, if to the subject Company’s knowledge, any of an unfavorable decisionits or its subsidiaries’ officers, would result directors or employees, or otherwise in a Material Adverse Effectviolation of the rights of any persons.

Intellectual Property. Except as set forth disclosed in the Registration Statement or the Prospectus, to Private Placement Memorandum: (i) the Company’s knowledge, directly or through a Subsidiary, owns or has obtained valid and enforceable licenses for the Company and its Subsidiaries own or possess adequate enforceable rights to use all patentsinventions, patent applications, patents, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx registrationsapplications, copyrights, licensescopyright applications, maskworks, maskwork applications, trade secrets, fictitious business names, service marks, service xxxx applications, know how, customer lists, franchise systems, computer software, computer program, designs, blueprints, engineering drawings, proprietary products, source code, technology, proprietary rights or other intellectual property rights or intangible assets and know-how (including trade secrets all licenses and other unpatented and/or unpatentable proprietary rights required to use or confidential informationexploit any of the foregoing, systems, or procedures) currently used in the conduct of the Company’s business (collectively, the “Intellectual Property”); and (ii) (a) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, necessary or has been licensed to, the Company for the conduct of their respective businesses products described in the Private Placement Memorandum that would preclude or otherwise materially adversely prevent the Company from conducting its business as currently conducted as and have a Material Adverse Effect, except for the ownership rights of the date hereof, except owners of the Intellectual Property licensed or optioned by the Company; (b) to the extent Company’s actual knowledge, there are currently no sales of any products that the failure to own or possess adequate rights to use such would constitute an infringement by third parties of any Intellectual Property owned, licensed or optioned by the Company, which infringement would nothave a Material Adverse Effect; (c) there is no pending or, individually to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any Intellectual Property owned, licensed or optioned by the aggregateCompany, other than claims which would not reasonably be expected to have a Material Adverse Effect; except as disclosed in writing (d) there is no pending or, to Ascendiantthe Company’s actual knowledge, threatened action, suit, proceeding or claim by others challenging the Company and any of its Subsidiaries have not received any written notice validity or scope of any claim of infringement or conflict that asserted Intellectual Property rights of othersowned, which infringement licensed or conflictoptioned by the Company, if the subject of an unfavorable decisionother than any such actions, suits, proceedings and claims that would result in not reasonably be expected to have a Material Adverse Effect; and (e) there are is no pendingpending or, or to the Company’s actual knowledge, threatened judicial proceedings action, suit, proceeding or interference proceedings against claim by others that the Company infringes or its Subsidiaries challenging the Company’s or its Subsidiaries’ rights in or to or the validity of the scope of otherwise violates any of the Company’s or its Subsidiaries’ material patentspatent, patent applicationstrademark, or proprietary information; to the Company’s knowledgecopyright, no other entity or individual has any right or claim in any of the Company’s or its Subsidiaries’ owned, material patents, patent applications, or any patent to be issued therefrom by virtue of any contract, license, trade secret or other agreement entered into between such entity or individual and the Company or a Subsidiary or by any non-contractual obligation proprietary right of the Company or a Subsidiaryothers, other than by written licenses granted by the Company or a Subsidiary; the Company non-material actions, suits, proceedings and its Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary in or to any Intellectual Property owned, licensed, or optioned by the Company or such Subsidiary that, if the subject of an unfavorable decision, would result in a Material Adverse Effectclaims.

Intellectual Property. Except as set forth in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, (i) to the Company’s knowledge, the Company and its the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mxxx mark registrations, copyrights, copyright registrations, licenses, Internet domain names, Internet domain name registrations, inventions, software, works of authorships, databases formulae and know-how (including trade secrets secrets, trade secret rights and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Ascendiant, (ii) the Company and any of its the Subsidiaries have not received any written notice of any claim of infringement or conflict that which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; (iii) there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ material any Subsidiary’s patents, patent applications, applications or proprietary information; (iv) to the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries’ owned, material Subsidiary’s patents, patent applications, applications or any patent to be issued therefrom by virtue of any contract, license, license or other agreement entered into between such entity or individual and the Company or a any Subsidiary or by any non-contractual obligation of the Company or a Subsidiaryobligation, other than by written licenses granted by the Company or a any Subsidiary; and (v) the Company and its the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or a Subsidiary its Subsidiaries in or to any Intellectual Property owned, licensed, licensed or optioned by the Company or such any Subsidiary thatwhich claim, if the subject of an unfavorable decision, decision would result in a Material Adverse Effect.