Common use of Opinion of Patent Counsel Clause in Contracts

Opinion of Patent Counsel. At Closing Time, the Representatives shall have received, dated as of Closing Time, the following opinion from Xxxxxx, Xxxxxxx, Xxxxxxxx & Xxxxxx, patent and trademark counsel for the Company ("Patent Counsel"): (i) The Company is listed in the records of the Patent and Trademark Office as the sole holder of record of each of the patents listed under the heading "U.S. Patents Held by the Company" on Schedule C hereof (the "U.S. Patents") and each of the patent applications listed under the heading "U.S. Patent Applications Submitted by the Company" on Schedule C hereof (the U.S. Applications"). The Company owns 5 issued U.S. Patents and 21 pending U.S. Applications. Such counsel knows of no claims of third parties to any ownership interest or lien with respect to any of the U.S. Patents or U.S. Applications. To such counsel's knowledge, none of the U.S. Applications has been rejected. (ii) The Company is listed in the records of the appropriate foreign office as the sole holder of record of each of the foreign patents listed under the heading "Non-U.S. Patents Held by the Company" on Schedule D hereof (the "Non-U.S. Patents") (collectively, the U.S. Patents and Non- U.S. Patents are referred to herein as the "Patents") and each of the foreign patent applications listed under the heading "Non-U.S. Patent Applications Submitted by the Company" on Schedule D hereof (the "Non-U.S. Applications") (collectively, the U.S. Applications and the Non-U.S. Applications are referred to herein as the "Applications"). Such counsel knows of no claims of third parties to any of such Non-U.S. Patents or Non-U.S. Applications. To such counsel's knowledge, none of the Non-U.S. Applications has been rejected. (iii) The statements under the Prospectus captions "Risk Factors--If we do not protect our intellectual property rights, our competitive position may be impaired," "Risk Factors--We may be sued for violating the intellectual property rights of others," "Business--Technology" and "Business--Patents and Proprietary Technology" (collectively, the "Intellectual Property Portion") in the Registration Statement and the Prospectus and any amendment or supplement thereto, insofar as such statements constitute a summary of the Company's Patents and Applications, are in all material respects accurate summaries and fairly summarize in all material respects the legal matters, documents and proceedings relating to such Patents and Applications described therein. (iv) Such counsel is not aware of any facts that would lead such counsel to conclude that any of the Patents are invalid or that any patent issued in respect of an Application would be invalid. (v) Except as disclosed in the Intellectual Property Portion of the Registration Statement and the Prospectus, such counsel is not aware that any valid patent is infringed by the activities of the Company described in the Prospectus or by the manufacture, use or sale of any product, device, instrument, drug or other material made and used according to the Applications or the Patents. (vi) Such counsel is not aware of any material defects of form in the preparation or filing of the Applications on behalf of the Company. The Applications are being diligently pursued by the Company. (vii) Such counsel knows of no pending or threatened action, suit, proceeding or claim by others that the Company is infringing or otherwise violating any patents or trade secrets. (viii) Such counsel is not aware of any pending or threatened actions, suits, proceedings or claim by others challenging the validity or scope of the Applications or the Patents. (ix) Such counsel is not aware of any infringement on the part of any third party of the Patents, Applications, trade secrets, know-how or other proprietary rights of the Company. (x) Nothing has come to the attention of such counsel which causes such counsel to believe that the information contained in the Intellectual Property Portion of (a) the Registration Statement, or any amendments thereof contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or of (b) the Prospectus, or any amendments thereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (xi) Such counsel is not aware of any contracts or other documents relating to the Patents and Applications that should be filed as an exhibit to the Prospectus that are not already filed or described as required.

Opinion of Patent Counsel. At Closing TimeThe opinion of Gottlieb, the Representatives shall have receivedRackman & Reisman, dated X.X. ("Xatent Counsex"), xxted as of Closing Time, the following opinion from Xxxxxx, Xxxxxxx, Xxxxxxxx & Xxxxxx, patent and trademark counsel for the Company ("Patent Counsel"): (i) The Company is listed in the records date of the Closing, to the effect that (A) the United States patents listed on Schedule 2.19 (1) are owned by the Company, and (2) are duly issued by the United States Patent and Trademark Office as Office, and have been fully maintained and are in full force and effect, (B) to the sole holder best of record Patent Counsel's knowledge, there is no claim or action by any person pertaining to or proceeding pending or threatened concerning, and there is no notice of each conflict with, the asserted rights of others which challenges the exclusive right of the patents listed under the heading "U.S. Patents Held by the Company" on Schedule C hereof (the "U.S. Patents") and each of the patent applications listed under the heading "U.S. Patent Applications Submitted by the Company" on Schedule C hereof (the U.S. Applications"). The Company owns 5 issued U.S. Patents and 21 pending U.S. Applications. Such counsel knows of no claims of third parties to any ownership interest or lien with respect to any the United States patents listed on Schedule 2.19, (C) to the best of the U.S. Patents or U.S. Applications. To such counselPatent Counsel's knowledge, none of the U.S. Applications has Company's patents listed on Schedule 2.19 do not conflict with, and the Company's products, services and processes do not infringe any proprietary rights held by any third party and no others have infringed on the Company's patents listed on Schedule 2.19, it being understood that no searches or market investigations have been rejected.undertaken by the Company or on its behalf to uncover any such patents or products, processes or services, and (iiD) The Company is listed in Patent Counsel has reviewed the records of the appropriate foreign office as the sole holder of record of each of the foreign patents listed under the heading "Non-U.S. Patents Held by the Company" on Schedule D hereof (the "Non-U.S. Patents") (collectively, the U.S. Patents and Non- U.S. Patents are referred to herein as the "Patents") and each of the foreign patent applications listed under the heading "Non-U.S. Patent Applications Submitted by the Company" on Schedule D hereof (the "Non-U.S. Applications") (collectively, the U.S. Applications and the Non-U.S. Applications are referred to herein as the "Applications"). Such counsel knows of no claims of third parties to any of such Non-U.S. Patents or Non-U.S. Applications. To such counsel's knowledge, none of the Non-U.S. Applications has been rejected. (iii) The statements under the Prospectus captions Sections entitled "Risk Factors--If we do not protect our intellectual property rights, our competitive position may be impaired," "Risk Factors--We may be sued for violating the intellectual property rights of others," "Business--TechnologyFactors - Patent and Intellectual Property Protection" and "Business--Business - Patents and Proprietary TechnologyIntellectual Rights" (collectively, the "Intellectual Property Portion") in the Registration Statement Offering Documents and the Prospectus and any amendment or supplement thereto, insofar as such statements constitute a summary of the Company's Patents and Applications, are in all material respects accurate summaries and fairly summarize in all material respects the legal matters, documents and proceedings relating to such Patents and Applications described therein. (iv1) Such counsel is not aware of any facts that would lead such counsel to conclude that any of the Patents are invalid or that any patent issued in respect of an Application would be invalid. (v) Except as disclosed in the Intellectual Property Portion of the Registration Statement and the Prospectus, such counsel is not aware that any valid patent is infringed by the activities of the Company described in the Prospectus or by the manufacture, use or sale of any product, device, instrument, drug or other material made and used according to the Applications or the Patents. (vi) Such counsel is not aware of any material defects of form in the preparation or filing of the Applications on behalf of the Company. The Applications are being diligently pursued by the Company. (vii) Such counsel knows of no pending or threatened action, suit, proceeding or claim by others that the Company is infringing or otherwise violating any patents or trade secrets. (viii) Such counsel is not aware of any pending or threatened actions, suits, proceedings or claim by others challenging the validity or scope of the Applications or the Patents. (ix) Such counsel is not aware of any infringement on the part of any third party of the Patents, Applications, trade secrets, know-how or other proprietary rights of the Company. (x) Nothing nothing has come to the Patent Counsel's attention of such counsel which causes has caused such counsel to believe that those Sections of the information Offering Documents contained in the Intellectual Property Portion of (a) the Registration Statement, or any amendments thereof contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or of (b) the Prospectus, or any amendments thereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. , and (xi2) Such counsel insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, such statements are correct in all material respects, it being understood that Patent Counsel is not aware passing on the accuracy or completeness of any contracts reference in the Offering Documents to foreign patents, laws, rules or other documents relating to the Patents and Applications that should be filed as an exhibit to the Prospectus that are not already filed or described as requiredregulations.

Opinion of Patent Counsel. At Closing Time, the Representatives shall have received, dated as of Closing Time, the following opinion from Xxxxxx, Xxxxxxx, Xxxxxxxx & Xxxxxx, patent and trademark counsel for the Company ("Patent Counsel"): (i) The Company is listed in the records of the Patent and Trademark Office as the sole holder of record of each of the patents listed under the heading "U.S. Patents Held by the Company" on Schedule C hereof (the "U.S. Patents") and each of the patent applications listed under the heading "U.S. Patent Applications Submitted by the Company" on Schedule C hereof (the U.S. Applications"). The Company owns 5 issued U.S. Patents and 21 pending U.S. Applications. Such counsel knows of no claims of third parties to any ownership interest or lien with respect to any of the U.S. Patents or U.S. Applications. To such counsel's knowledge, none of the U.S. Applications has been rejected. (ii) The Company is listed in the records of the appropriate foreign office as the sole holder of record of each of the foreign patents listed under the heading "Non-U.S. Patents Held by the Company" on Schedule D hereof (the "Non-U.S. Patents") (collectively, the U.S. Patents and Non- U.S. Patents are referred to herein as the "Patents") and each of the foreign patent applications listed under the heading "Non-U.S. Patent Applications Submitted by the Company" on Schedule D hereof (the "Non-U.S. Applications") (collectively, the U.S. Applications and the Non-U.S. Applications are referred to herein as the "Applications"). Such counsel knows of no claims of third parties to any of such Non-U.S. Patents or Non-U.S. Applications. To such counsel's knowledge, none of the Non-U.S. Applications has been rejected. (iii) The statements under the Prospectus captions "Risk Factors--If we do not protect our intellectual property rights, our competitive position may be impaired," "Risk Factors--We may be sued for violating the intellectual property rights of others," "Business--Technology" and "Business--Patents and Proprietary Technology" (collectively, the "Intellectual Property Portion") in the Registration Statement and the Prospectus and any amendment or supplement thereto, insofar as such statements constitute a summary of the Company's Patents and Applications, are in all material respects accurate summaries and fairly summarize in all material respects the legal matters, documents and proceedings relating to such Patents and Applications described therein. (iv) Such counsel is not aware of any facts that would lead such counsel to conclude that any of the Patents are invalid or that any patent issued in respect of an Application would be invalid. (v) Except as disclosed in the Intellectual Property Portion of the Registration Statement and the Prospectus, such counsel is not aware that any valid patent is infringed by the activities of the Company described in the Prospectus or by the manufacture, use or sale of any product, device, instrument, drug or other material made and used according to the Applications or the PatentsPatents and has provided the Representatives with an opinion regarding the invalidity of certain patents as has been requested by the Representatives. (vi) Such counsel is not aware of any material defects of form in the preparation or filing of the Applications on behalf of the Company. The Applications are being diligently pursued by the Company. (vii) Such counsel knows of no pending or threatened action, suit, proceeding or claim by others that the Company is infringing or otherwise violating any patents or trade secrets. (viii) Such counsel is not aware of any pending or threatened actions, suits, proceedings or claim by others challenging the validity or scope of the Applications or the Patents. (ix) Such counsel is not aware of any infringement on the part of any third party of the Patents, Applications, trade secrets, know-how or other proprietary rights of the Company. (x) Nothing has come to the attention of such counsel which causes such counsel to believe that the information contained in the Intellectual Property Portion of (a) the Registration Statement, or any amendments thereof contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or of (b) the Prospectus, or any amendments thereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (xi) Such counsel is not aware of any contracts or other documents relating to the Patents and Applications that should be filed as an exhibit to the Prospectus that are not already filed or described as required.

Opinion of Patent Counsel. At Closing TimeXxxxx & Xxxxxxx shall indicate that they ------------------------- served as special counsel to the Company with respect to patents and proprietary rights, and shall opine that: (a) The statements in the Registration Statement and the Prospectus under the captions "Risk Factors -- Ability to Protect Intellectual Property" and "Business -- Patents and Proprietary Rights," insofar as such statements constitute a summary of documents referred to therein or matters of law, are accurate summaries and fairly and correctly present, in all material respects, the Representatives shall information called for with respect to such documents and matters; provided, however, that we have received, dated as relied on representations of Closing Time, the following opinion from Xxxxxx, Xxxxxxx, Xxxxxxxx & Xxxxxx, patent and trademark counsel for the Company ("Patent Counsel"):with respect to the factual matters contained in such statements, that nothing has come to our attention which leads us to believe that such representations are not true and correct in all material respects. (ib) To the best of such counsel's knowledge and belief, there are no legal or governmental proceedings pending relating to patent rights, trade secrets, trademarks, service marks or other proprietary information or materials of the Company. Also, to the best of such counsel's knowledge and belief, no such proceedings are threatened or contemplated by governmental authorities or others. (c) Such counsel does not know of any contracts or other documents, relating to the Company's patents, trade secrets, trademarks, service marks or other proprietary information or materials, of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus, that are not filed or described as required. (d) The Company is listed in the records of the U.S. Patent and Trademark Office as the sole holder of record or exclusive license of each of the patents listed under the heading "U.S. Patents Held by the Company" on attached Schedule C hereof (the "U.S. Patents") I and each of the patent applications listed under the heading "U.S. Patent Applications Submitted by the Company" on attached Schedule C hereof (the U.S. Applications"). The Company owns 5 issued U.S. Patents and 21 pending U.S. Applications. Such counsel knows of no claims of third parties to any ownership interest or lien with respect to any of the U.S. Patents or U.S. ApplicationsII. To the best of such counsel's knowledge, none the Company has not received any notice of the U.S. Applications has been rejected. (ii) The Company is listed in the records infringement or of the appropriate foreign office as the sole holder of record of each of the foreign patents listed under the heading "Non-U.S. Patents Held by the Company" on Schedule D hereof (the "Non-U.S. Patents") (collectively, the U.S. Patents and Non- U.S. Patents are referred to herein as the "Patents") and each of the foreign patent applications listed under the heading "Non-U.S. Patent Applications Submitted by the Company" on Schedule D hereof (the "Non-U.S. Applications") (collectively, the U.S. Applications and the Non-U.S. Applications are referred to herein as the "Applications"). Such counsel knows of no conflict with rights or claims of third parties others, or is not infringing or otherwise violating any patents, trade secrets, trademarks, service marks, or other proprietary information or materials, of others, and to any the best of such Non-U.S. Patents or Non-U.S. Applications. To such counsel's knowledgeknowledge and belief, none there are no infringements by others of the Non-U.S. Applications has been rejected. (iii) The statements under the Prospectus captions "Risk Factors--If we do not protect our intellectual property rights, our competitive position may be impaired," "Risk Factors--We may be sued for violating the intellectual property rights of others," "Business--Technology" and "Business--Patents and Proprietary Technology" (collectively, the "Intellectual Property Portion") in the Registration Statement and the Prospectus and any amendment or supplement thereto, insofar as such statements constitute a summary of the Company's Patents and Applicationspatents, are trade secrets, trademarks, service marks, or other proprietary information or materials which in all material respects accurate summaries and fairly summarize in all material respects such counsel's judgment could affect materially the legal matters, documents and proceedings relating to such Patents and Applications described therein. (iv) Such counsel is not aware of any facts that would lead such counsel to conclude that any of use thereof by the Patents are invalid or that any patent issued in respect of an Application would be invalid. (v) Company. Except as disclosed described in the Intellectual Property Portion of the Registration Statement and the Prospectus, such counsel is not aware that of any valid patent is applications of others which, if issued in the form available to such counsel, would be infringed by the activities or proposed activities of the Company Company, as described in the Prospectus or by the manufacture, use or sale of any product, device, instrument, drug or other material made and used according to the Applications or the Patents. (vi) Prospectus. Such counsel is not aware of any material defects valid patents of form others which are infringed by specific products or processes referred to in the preparation or filing of the Applications on behalf of the Company. The Applications are being diligently pursued by Prospectus in such a manner as to materially and adversely affect the Company. (viie) Such counsel knows has no knowledge of any facts which would preclude the Company from having valid license rights or clear title to the patents referenced in the Prospectus. Such counsel has no pending or threatened action, suit, proceeding or claim by others knowledge that the Company lacks or will be unable to obtain any rights or licenses to use all patents and other material intangible property and assets necessary to conduct the business now conducted or proposed to be conducted by the Company as described in the Prospectus, except as described in the Prospectus. Counsel is infringing unaware of any facts which form a basis for a finding of unenforceability or otherwise violating invalidity of any of the Company's patents or trade secretsand other material intangible property and assets. (viiif) Such Subject to any disclosure to the contrary in the Prospectus, such counsel is not aware of any pending or threatened actions, suits, proceedings or claim by others challenging material fact with respect to the validity or scope patent applications of the Applications Company presently on file that (g) would preclude the issuance of patents with respect to such applications or (h) would lead such counsel to conclude that such patents, when issued, would not be valid and enforceable in accordance with applicable regulations. In addition, such counsel shall state that although they have not verified the Patents. (ix) Such counsel is not aware of any infringement on the part of any third party accuracy or completeness of the Patentsstatements contained in the Prospectus, Applications, trade secrets, know-how or other proprietary rights of the Company. (x) Nothing nothing has come to the attention of such counsel which causes such counsel that caused them to believe that that, at the information contained in the Intellectual Property Portion of (a) time the Registration StatementStatement became effective, or at the Closing Date or any amendments thereof later Option Closing Date, as the case may be, the portion of the Prospectus (i) under the caption "Risk Factors -- Ability to Protect Intellectual Property" and (ii) under the caption "Business -- Patents and Proprietary Rights" contained or contains an any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or of (b) the Prospectus, or any amendments thereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (xi) . Such counsel may advise you that, in rendering their opinion, they have relied on certain factual representations of the Company and that they have not independently verified the accuracy and completeness of such representations. A-6 ANNEX B ------- Form of Lock-up Agreement UBS Securities LLC NationsBanc Xxxxxxxxxx Securities, Inc. Xxxxxxx Xxxxx & Associates, Inc. As Representatives of the Several Underwriters c/o UBS Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned is not aware a stockholder of Cell Therapeutics, Inc. (the "Company") and wishes to facilitate the public offering of Common Stock of the Company pursuant to a Registration Statement on Form S-3 (the "Registration Statement") to be transmitted for filing with the Securities and Exchange Commission in or about September 1997, with respect to shares (the "Shares") of Common Stock of the Company proposed to be issued and sold by the Company, to the several underwriters to be named in the underwriting agreement. In consideration of the foregoing, and in order to induce you to act as underwriters in the public offering, the undersigned hereby irrevocably agrees that it will not, directly or indirectly, sell, offer, make any short sale, pledge or otherwise dispose of or enter into any contract, arrangement or commitment to sell or otherwise dispose of any contracts shares of Common Stock or any securities convertible into or exchangeable or exercisable for any other documents relating rights to purchase or acquire Common Stock, without the Patents and Applications that should be filed as an exhibit to prior written consent of UBS Securities LLC for a period of 90 days from the Prospectus that are not already filed or described as requiredeffective date of the Registration Statement.

Opinion of Patent Counsel. At Closing TimeXxxxx & Xxxxxxx shall indicate that they ------------------------- served as special counsel to the Company with respect to patents and proprietary rights, and shall opine that: (a) The statements in the Registration Statement and the Prospectus under the captions "Risk Factors--Ability to Protect Intellectual Property" and "Business--Patents and Proprietary Rights," insofar as such statements constitute a summary of documents referred to therein or matters of law, are accurate summaries and fairly and correctly present, in all material respects, the Representatives shall information called for with respect to such documents and matters; provided, however, that we have received, dated as relied on representations of Closing Time, the following opinion from Xxxxxx, Xxxxxxx, Xxxxxxxx & Xxxxxx, patent and trademark counsel for the Company ("Patent Counsel"):with respect to the factual matters contained in such statements, that nothing has come to our attention which leads us to believe that such representations are not true and correct in all material respects. (ib) To the best of such counsel's knowledge and belief, there are no legal or governmental proceedings pending relating to patent rights, trade secrets, trademarks service marks or other proprietary information or materials of the Company. Also, to the best of such counsel's knowledge and belief, no such proceedings are threatened or contemplated by governmental authorities or others. (c) Such counsel does not know of any contracts or other documents, relating to the Company's patents, trade secrets, trademarks, service marks or other proprietary information or materials, of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus, that are not filed or described as required. (d) The Company is listed in the records of the U.S. Patent and Trademark Office as the sole holder of record or exclusive license of each of the patents listed under the heading "U.S. Patents Held by the Company" on attached Schedule C hereof (the "U.S. Patents") I and each of the patent applications listed under the heading "U.S. Patent Applications Submitted by the Company" on attached Schedule C hereof (the U.S. Applications"). The Company owns 5 issued U.S. Patents and 21 pending U.S. Applications. Such counsel knows of no claims of third parties to any ownership interest or lien with respect to any of the U.S. Patents or U.S. ApplicationsII. To the best of such counsel's knowledge, none the Company has not received any notice of the U.S. Applications has been rejected. (ii) The Company is listed in the records infringement or of the appropriate foreign office as the sole holder of record of each of the foreign patents listed under the heading "Non-U.S. Patents Held by the Company" on Schedule D hereof (the "Non-U.S. Patents") (collectively, the U.S. Patents and Non- U.S. Patents are referred to herein as the "Patents") and each of the foreign patent applications listed under the heading "Non-U.S. Patent Applications Submitted by the Company" on Schedule D hereof (the "Non-U.S. Applications") (collectively, the U.S. Applications and the Non-U.S. Applications are referred to herein as the "Applications"). Such counsel knows of no conflict with rights or claims of third parties others, or is not infringing or otherwise violating any patents, trade secrets, trademarks, service marks, or other proprietary information or materials, of others, and to any the best of such Non-U.S. Patents or Non-U.S. Applications. To such counsel's knowledgeknowledge and belief, none there are no infringements by others of the Non-U.S. Applications has been rejected. (iii) The statements under the Prospectus captions "Risk Factors--If we do not protect our intellectual property rights, our competitive position may be impaired," "Risk Factors--We may be sued for violating the intellectual property rights of others," "Business--Technology" and "Business--Patents and Proprietary Technology" (collectively, the "Intellectual Property Portion") in the Registration Statement and the Prospectus and any amendment or supplement thereto, insofar as such statements constitute a summary of the Company's Patents and Applicationspatents, are trade secrets, trademarks, service marks, or other proprietary information or materials which in all material respects accurate summaries and fairly summarize in all material respects such counsel's judgment could affect materially the legal matters, documents and proceedings relating to such Patents and Applications described therein. (iv) Such counsel is not aware of any facts that would lead such counsel to conclude that any of use thereof by the Patents are invalid or that any patent issued in respect of an Application would be invalid. (v) Company. Except as disclosed described in the Intellectual Property Portion of the Registration Statement and the Prospectus, such counsel is not aware that of any valid patent is applications of others which, if issued in the form available to such counsel, would be infringed by the activities or proposed activities of the Company Company, as described in the Prospectus or by the manufacture, use or sale of any product, device, instrument, drug or other material made and used according to the Applications or the Patents. (vi) Prospectus. Such counsel is not aware of any material defects valid patents of form others which are infringed by specific products or processes referred to in the preparation or filing of the Applications on behalf of the Company. The Applications are being diligently pursued by Prospectus in such a manner as to materially and adversely affect the Company. (viie) Such counsel knows has no knowledge of any facts which would preclude the Company from having valid license rights or clear title to the patents referenced in the Prospectus. Such counsel has no pending or threatened action, suit, proceeding or claim by others knowledge that the Company lacks or will be unable to obtain any rights or licenses to use all patents and other material intangible property and assets necessary to conduct the business now conducted or proposed to be conducted by the Company as described in the Prospectus, except as described in the Prospectus. Counsel is infringing unaware of any facts which form a basis for a finding of unenforceability or otherwise violating invalidity of any of the Company's patents or trade secretsand other material intangible property and assets. (viiif) Such Subject to any disclosure to the contrary in the Prospectus, such counsel is not aware of any pending or threatened actions, suits, proceedings or claim by others challenging material fact with respect to the validity or scope patent applications of the Applications Company presently on file that (g) would preclude the issuance of patents with respect to such applications or the Patents. (ixh) Such counsel is not aware of any infringement on the part of any third party of the Patents, Applications, trade secrets, know-how or other proprietary rights of the Company. (x) Nothing has come to the attention of such counsel which causes would lead such counsel to believe conclude that the information contained such patents, when issued, would not be valid and enforceable in the Intellectual Property Portion of (a) the Registration Statement, or any amendments thereof contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or of (b) the Prospectus, or any amendments thereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingaccordance with applicable regulations. (xi) Such counsel is not aware of any contracts or other documents relating to the Patents and Applications that should be filed as an exhibit to the Prospectus that are not already filed or described as required.