Common use of Possession of Intellectual Property Clause in Contracts

Possession of Intellectual Property. Except as described in the Registration Statement and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectusits Controlled Entities own, the Company, the Operating Partnership or a Subsidiary, as applicable, ownspossess, or has obtained valid and enforceable licenses for, or other rights have been authorized to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed to be conducted by them or which are necessary for them, and the conduct expected expiration of their respective businesses as currently conducted, except where the failure to own, license or have any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits Controlled Entities; (ii) none there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the Company, the Operating Partnership or passage of time would constitute any of the Subsidiaries has received written notice of any infringement foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual PropertyProperty Rights of the Company or its Controlled Entities; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the Company’s and or the Operating Partnership’s Controlled Entities’ rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by or licensed to the Company or its Controlled Entities in their businesses has been obtained or is being used by the Operating Partnership; and (vii) none Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the Company, the Operating Partnership or any of the Subsidiaries is aware rights of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officepersons.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement and Relevant Public Filings, each of the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, Group Companies owns, possesses, licenses or has obtained valid and enforceable licenses for, or other rights to use, use the inventions, patents and patent applications, patentscopyrights, trademarks (both registered and unregistered)trademarks, service marks, trade names, copyrightsInternet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described rights) and other intellectual property necessary or used in any material respect to conduct its business in the Registration Statement manner in which it is being conducted and in the Prospectus manner in which it is contemplated as being owned set forth in the Relevant Public Filings (collectively, the “Intellectual Property”); except as disclosed in Relevant Public Filings, none of the Intellectual Property is unenforceable or licensed invalid; none of the Group Companies has received any notice of violation or conflict with (and none of the Group Companies knows of any basis for violation or conflict with) rights of others with respect to the Intellectual Property; except as disclosed in Relevant Public Filings, there are no pending or, to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by them others that allege any of the Group Companies is infringing any patent, trade secret, trademark, service xxxx, copyright or which are necessary for the conduct of their respective businesses as currently conductedother intellectual property or proprietary right, except where the failure to ownany threatened actions, license suits, proceedings or have such rights claims which would not, individually or in the aggregate, have a Material Adverse Effect (collectivelyEffect; the discoveries, “Intellectual Property”). Except as described inventions, products or processes of the Group Companies referenced in the Registration Statement and Relevant Public Filings do not violate or conflict with any intellectual property or proprietary right of any third person, or any discovery, invention, product or process that is the Prospectussubject of a patent application filed by any third person; no officer, and director or employee of any Group Company is in or 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 best knowledge after due inquiry, any other intellectual property, except as where any violation would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect; the Group Companies are not in breach of, (i) there are no third parties who and have orcomplied in all material respects with all terms of, any license or other agreement relating to the knowledge Intellectual Property; and to the extent any Intellectual Property is sublicensed to any of the Company Group Companies by a third party, such sublicensed rights shall continue in full force and effect if the Operating Partnershipprincipal third party license terminates for any reason; except as disclosed in the Relevant Public Filings, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, Group Companies is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the Operating Partnership or any world; each of the Subsidiaries Group Companies has received written notice taken all necessary and appropriate steps to protect and preserve the confidentiality of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the applicable Intellectual Property owned by (“Confidential Information”); all use or licensed to the Company or the Operating Partnership; and (vii) none disclosure of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application Confidential Information owned by the Company, Group Companies by or to a third party has been pursuant to a written agreement between the Operating Partnership Group Companies and such third party; and all use or any Subsidiary disclosure of Confidential Information not owned by the Intellectual Property unpatentable that Group Companies has not been disclosed pursuant to the U.S. Patent terms of a written agreement between the Group Companies and Trademark Officethe owner of such Confidential Information, or is otherwise lawful.

Possession of Intellectual Property. Except as The Company owns and possesses or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are that is necessary for the conduct of their respective businesses as currently conducted, except where the failure as proposed to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except be conducted and as described in the Registration Statement and the Prospectus, and except as ; the Company has not received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would not reasonably be expected render any Intellectual Property invalid or inadequate to have a Material Adverse Effect, (i) protect the interests of the Company therein; there are no third parties who have or, to the knowledge of the Company and the Operating PartnershipCompany, will be able to establish rights to any Intellectual PropertyProperty of the Company, except for for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisCompany; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company and the Operating Partnership are is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is the Company have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company, all such agreements are in full force and effect, and no pending event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for terminate any such claimagreement; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the such Intellectual Property owned by or licensed to of the Company or that challenges the Operating Partnership; and (vii) none of the Companyvalidity, the Operating Partnership enforceability or any of the Subsidiaries is aware scope of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the such Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement and the ProspectusGeneral Disclosure Package, (i) to the Company’s knowledge, there are no rights of third parties to any Intellectual Property Rights owned by the Operating Partnership Company or a Subsidiaryits subsidiaries; (ii) the Company and its subsidiaries own, as applicable, owns, possess or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)can acquire on reasonable terms trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property and the Prospectus as being owned or licensed by them or which are necessary similar rights, including registrations and applications for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect registration thereof (collectively, “Intellectual PropertyProperty Rights”). Except ) necessary or material to the conduct of the business now conducted as described in the Registration Statement General Disclosure Package and the Prospectus, and except as expected expiration of any such Intellectual Property Rights would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect; (iii) to the Company’s knowledge, (i) there are is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights of the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits subsidiaries; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iiiiv) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any subsidiary’s rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivv) to the Company’s knowledge, there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could would form a reasonable basis for any such claim; (vi) there is no patent pending or, to the Company’s knowledge, threatened action, suit, proceeding or patent application claim by others 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 any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Operating PartnershipCompany is unaware of any other fact which would form a reasonable basis for any such claim; and (vii) none of to the Company’s knowledge, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary none of the Intellectual Property unpatentable that Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any persons, except in the case of clauses (i) through (vii) above, where such rights, infringement, misappropriation, breach, default or other violation, action, suit, proceeding or claim would not been disclosed to individually or in the U.S. Patent and Trademark Officeaggregate have a Material Adverse Effect.

Possession of Intellectual Property. Except Each of the Company and each Subsidiary owns or possesses the right to use all patents and patent applications, trademarks, trademark registrations and applications, service marks, service xxxx registrations and applications, tradenames, copyrights, copyright registrations and applications, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other intellectual property (collectively, “Intellectual Property”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the Registration Statement General Disclosure Package and the Final Prospectus, and the Company is not aware of any claim to the contrary or any challenge by any other person or entity to the rights of the Company or any Subsidiary with respect to the foregoing except for those in the General Disclosure Package and the Final Prospectus or those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Each of the Company and each Subsidiary has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person or entity to any Intellectual Property license. To the Company’s knowledge, the Company’s and each Subsidiary’s respective businesses as now conducted and as proposed to be conducted does not and will not infringe, the Operating Partnership misappropriate or a Subsidiary, as applicable, owns, otherwise violate or has obtained conflict with any valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, service marks, trade names, copyrights, trade secrets secrets, licenses or other Intellectual Property or franchise right of any person or entity. No claim has been made against the Company or any Subsidiary alleging the infringement, misappropriation or other violation by the Company or any Subsidiary of any patent, trademark, service xxxx, trade name, copyright, trade secret, license or other Intellectual Property or franchise right of any person or entity. Each of the Company and other proprietary information described each Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. To the Company’s knowledge, all Intellectual Property owned by the Company and/or each Subsidiary is valid and enforceable. The consummation of the transactions contemplated by this Agreement will not result in the Registration Statement and loss or impairment of or payment of any additional amounts with respect to, nor require the Prospectus consent of any other person or entity in respect of, the Company or any Subsidiary’s right to own, use, or hold for use any of the Intellectual Property as being owned owned, used or licensed by them or which are necessary held for use in the conduct of their respective businesses as currently conducted. With respect to the use of the software in the Company or any Subsidiary’s business as it is currently conducted, neither the Company nor any Subsidiary has experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected. The Company and each Subsidiary have at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company and any Subsidiary in the conduct of the Company and each Subsidiary’s business. No claims have been asserted or threatened against the Company or any Subsidiary alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company or any Subsidiary in the conduct of the Company’s or any Subsidiary’s business. Each of the Company and each Subsidiary takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as for those that would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. Except as The Partnership Entities own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement and the ProspectusStatement, the Company, the Operating Partnership General Disclosure Package or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are that is necessary for the conduct of their respective businesses as currently conducted, except where the failure as proposed to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except be conducted and as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as ; none of the Partnership Entities has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would not reasonably be expected render any Intellectual Property invalid or inadequate to have a Material Adverse Effect, (i) protect the interests of the Partnership Entities therein; there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual PropertyProperty of the Partnership Entities, except for for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisEntities; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s Partnership Entities’ rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that any of the Partnership Entities infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company and the Operating Partnership are is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is the Partnership Entities have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Partnership Entities, all such agreements are in full force and effect, and no pending event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for terminate any such claimagreement; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Intellectual Property owned by Partnership Entities or licensed to that challenges the Company validity, enforceability or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware scope of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the such Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty.

Possession of Intellectual Property. Except as The Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement and the ProspectusStatement, the Company, the Operating Partnership General Disclosure Package or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are that is necessary for the conduct of their respective businesses as currently conducted, except where as proposed to be conducted and as described in the failure Registration Statement, the General Disclosure Package and the Prospectus; neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to own, license any Intellectual Property or have such rights of any facts or circumstances which would notrender any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein which might reasonably be expected, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described to result in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) ; there are no third parties who have or, to the knowledge of the Company and the Operating PartnershipCompany, will be able to establish rights to any Intellectual PropertyProperty of the Company or any of its subsidiaries, except for for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Propertyits subsidiaries; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company and the Operating Partnership are 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 and its subsidiaries have complied with the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope terms of each agreement pursuant to which any Intellectual PropertyProperty has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for right to terminate any such claimagreement; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the such Intellectual Property owned by or licensed to of the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of its subsidiaries or that challenges the Subsidiaries is aware validity, enforceability or scope of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the such Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement and the ProspectusGeneral Disclosure Package, the CompanyCompany and its subsidiaries own, the Operating Partnership possess or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property and the Prospectus as being owned or licensed by them or which are similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary for to the conduct of their respective businesses as currently conductedthe business now conducted or proposed in the General Disclosure Package to be conducted by them, except where the failure to own, license own or have possess such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would Property Rights could not reasonably be expected to have a Material Adverse Effect, and the expected expiration of any such Intellectual Property Rights could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the General Disclosure Package, (i) there are no third parties who have or, to the knowledge of each of the Company and the Operating PartnershipTMM Holdings, will be able to establish there are no rights of third parties to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits subsidiaries; (ii) none to the knowledge of each of the CompanyCompany and TMM Holdings, there is no material infringement, misappropriation, breach, default or other violation, or the Operating Partnership occurrence of any event that with notice or the passage of time would constitute any of the Subsidiaries has received written notice of any infringement foregoing, by third parties of any of the Intellectual PropertyProperty Rights of the Company and its subsidiaries; (iii) there is no pending or, to the knowledge of each of the Company and the Operating PartnershipTMM Holdings, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and of the Company and its subsidiaries in or to, or the Operating Partnership violation of any of the terms of, any of their Intellectual Property Rights, and each of the Company and TMM Holdings are unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of each of the Company and the Operating PartnershipTMM Holdings, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and each of the Company and the Operating Partnership TMM Holdings are unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of each of the Company and the Operating PartnershipTMM Holdings, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by or licensed to the Company or its subsidiaries in their respective businesses has been obtained or is being used by the Operating Partnership; and (vii) none Company or its subsidiaries in violation of any contractual obligation binding on the Company or its subsidiaries in violation of the Company, the Operating Partnership or any of the Subsidiaries is aware rights of any prior art that may render any patent application owned persons, except in each case covered by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has clauses (i) through (vi) as could not been disclosed reasonably be expected to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership its subsidiaries own or a Subsidiary, as applicable, ownspossess, or has obtained valid and enforceable licenses forcan acquire on reasonable terms, or other rights to useadequate patents, the patent rights, licenses, inventions, patent applicationscopyrights, patentsknow how (including, trademarks (both registered and unregistered), trade names, copyrightswithout limitation, trade secrets and other unpatented and/or unpatentable proprietary information described or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict, if the subject of an unfavorable decision, ruling or finding), invalidity or inadequacy could, singly or in the Registration Statement aggregate, result in a Material Adverse Effect. The Company and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites and equipment used to process, store, maintain and operate data, information and functions used in connection with the Prospectus business of the Company and its subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as being owned or licensed by them or which are necessary for required in connection with, the conduct operation of their respective businesses the business of the Company and its subsidiaries as currently conducted, except where the failure to own, license or have such rights as would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have implemented reasonable backup, (i) there are no third parties who have orsecurity and disaster recovery technology, and to the Company’s knowledge there have been no breaches, violations, outages or unauthorized uses of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed or accesses to the Company IT Systems and data (including all personal, personally identifiable, sensitive, confidential or the Operating Partnership and for licenses for regulated data), nor any incidents under internal review or other rights to use Intellectual Property which is licensed investigations relating to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officesame.

Possession of Intellectual Property. Except as described in the Registration Statement and the ProspectusStatement, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement General Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights it would not, individually singly or in the aggregate, have result in a Material Adverse Effect Effect, (A) the Company and its subsidiaries own, possess or have the right to use, or can acquire the right to use on reasonable terms, all patents, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”). Except ) necessary to carry on the business now operated by them and as currently proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (iB) there are no third parties who have or, to the knowledge of the Company and the Operating PartnershipCompany, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the all Intellectual Property which the Registration Statement and the Prospectus disclose is owned by or exclusively licensed to the Company or the Operating Partnership and for licenses for or other rights to use its subsidiaries (such Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the CompanyProperty, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any “Company Intellectual Property; ”) has been duly and properly filed and maintained, is free and clear of liens or security interests, and is in full force and effect, valid, subsisting and enforceable, (iiiC) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others any third party challenging the Company’s and the Operating Partnership’s rights in validity, ownership, registrability, enforceability or to scope of any Company Intellectual Property, Property and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim, (D) no third party, to the knowledge of the Company, is infringing, misappropriating or otherwise violating any Company Intellectual Property and there is no pending or threatened action, suit, proceeding or claim; claim by the Company or any of its subsidiaries against a third party regarding the foregoing, (ivE) (1) neither the Company nor any of its subsidiaries has received any written notice of nor, to the knowledge of the Company, has engaged in, any infringement, misappropriation or other violation of any Intellectual Property of any third party, (2) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging regarding the validity or scope subject matter of any Intellectual Propertythe foregoing, and (3) the Company and the Operating Partnership its subsidiaries are unaware of any facts which could would form a reasonable basis for any such claim; , (vF) there to the knowledge of the Company, the parties prosecuting patent applications within the Company Intellectual Property have complied with their duty of candor and disclosure to the USPTO or foreign patent offices, as applicable, in connection with such applications and the Company is no pending ornot aware of any facts required to be disclosed to the USPTO or foreign patent offices that were not disclosed and which would preclude the grant of a patent in connection with any such patent application or could form the basis of a finding of invalidity or unenforceability with respect to any patents that have issued with respect to such patent applications, (G) each person who is or was an employee or contractor of the Company or any of its subsidiaries and who is or was involved in the creation or development of any Company Intellectual Property for or on behalf of the Company has executed a valid agreement containing an assignment or exclusive license to the Company or any of its subsidiaries of such person’s rights in and to such Company Intellectual Property, (H) the Company has taken reasonable steps in accordance with standard industry practice to maintain and protect the confidentiality of the trade secrets and other confidential Intellectual Property used in connection with the business of the Company and its subsidiaries and, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the confidential Intellectual Property owned by or licensed to the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been compromised or disclosed to the U.S. Patent or accessed by any third party except pursuant to nondisclosure and Trademark Officeconfidentiality agreements.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership its subsidiaries own or a Subsidiary, as applicable, ownspossess, or has obtained valid and enforceable licenses forcan acquire on reasonable terms, or other rights to use, the inventionsadequate patents, patent applicationsrights, patentslicenses, trademarks (both registered and unregistered), trade namesinventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to carry on the business as now operated by them, and as proposed to be operated in the future, as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except To the Company’s knowledge, except as described disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, the conduct of the Company and except as its subsidiaries’ respective businesses does not and will not infringe any issued patents or misappropriate any trade secrets of third parties. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would not reasonably be expected form a reasonable basis for any such adjudication. Neither the Company nor any of its subsidiaries has received any notice of any claim, or is otherwise aware, of any patent infringement or trade secret misappropriation. Neither the Company nor any of its subsidiaries has received any notice of any claim, or is otherwise aware, of any facts or circumstances which would render any Intellectual Property of the Company invalid or inadequate to have a Material Adverse Effect, protect the interest of the Company or any of its subsidiaries therein. To the Company’s knowledge: (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership customary reversionary rights of the owners of the third-party licensors with respect to Intellectual Property which that is disclosed in the Registration Statement and Statement, the General Disclosure Package or the Prospectus disclose is as owned by or licensed to the Company or the Operating Partnership its subsidiaries; and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any Intellectual Property; (iii) there . There is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others others: challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual PropertyProperty of the Company, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or. Except as would not reasonably be expected, individually or in the aggregate, to the knowledge of have a material Adverse Effect, the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere its subsidiaries have complied with the issued or pending claims terms of any of the each agreement pursuant to which Intellectual Property owned by or has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect. To the Operating PartnershipCompany’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and (Y) to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and (vii) in all foreign offices having similar requirements, all such requirements have been complied with. To the Company’s knowledge, none of the Company, Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Operating Partnership Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the Subsidiaries is aware rights of any prior art that may render any patent application owned persons. The product candidates described in the Registration Statement, the General Disclosure Package or the Prospectus as under development by the CompanyCompany or its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Operating Partnership Company or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeits subsidiaries.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, ownsits subsidiaries own, or has have obtained valid adequate rights and enforceable licenses forunder, or other can acquire rights to useon reasonable terms to, the inventionsall patents, patent rights, patent applications, patents, trademarks (both registered and unregistered), trade namesinventions, copyrights, other works of authorship, know how (including trade secrets and other proprietary information described in the Registration Statement or confidential information, systems or procedures), trademarks, service marks, trade names, trade and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conductedservice xxxx registrations, except where the failure to owntrade names, license or have such rights would notdesigns, individually or in the aggregateprocesses, have a Material Adverse Effect licenses, computer programs, technical data and information, and other intellectual property (collectively, “Intellectual Property”) that are necessary to carry on the business of the Company as currently conducted and to commercialize the products or services as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as under development (all such Intellectual Property is collectively referred to as the “ Company Intellectual Property”). Except as described disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as would not reasonably be expected : (A) to have a Material Adverse Effect, (i) the Company’s knowledge there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, including no liens, security interest, or other encumbrances, except for the ownership customary reversionary rights of the owners of the third-party licensors with respect to Intellectual Property which that is disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus disclose is as licensed to the Company or one or more of its subsidiaries; (B) the Operating Partnership and for licenses for or other rights Company has taken reasonable steps to use secure its interests in the Intellectual Property which is licensed owned by the Company from its employees and contractors; (C) to the Company on a non-exclusive basis; (ii) none of the Company’s knowledge, the Operating Partnership there is no infringement, misappropriation or any of the Subsidiaries has received written notice of any infringement violation by third parties of any Company Intellectual PropertyProperty owned by, or exclusively licensed to, the Company or its subsidiaries; (iiiD) there to the Company’s knowledge, the Company is no pending not infringing the intellectual property rights of third parties and (E) none of the Company Intellectual Property owned by the Company or, to the knowledge of Company’s knowledge, exclusively licensed to the Company has been adjudged invalid or unenforceable in whole or in part, in the case of clause (C) and clause (D), which infringement, misappropriation or violation, singly or in the Operating Partnershipaggregate, would reasonably be expected to result in a Material Adverse Effect. There is no pending or threatened action, suit, proceeding or claim by others of which the Company has received written notice: (A) challenging the Company’s and the Operating Partnership’s rights in or to any Company Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivB) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Company Intellectual PropertyProperty owned by, or exclusively licensed to, the Company or its subsidiaries, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others claim; or (C) asserting that the Company and the Operating Partnership or any of its subsidiaries infringes or otherwise violates violates, or would, upon the commercialization of any patentproduct or service described in the Registration Statement, trademarkthe General Disclosure Package or the Prospectus as under development, copyrightinfringe or violate, trade secret or other proprietary any Intellectual Property rights of others, and the Company and the Operating Partnership its subsidiaries are unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; . To the Company’s knowledge, no employee of the Company who has developed Company Intellectual Property is in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries are in compliance in all material respects with the terms of each agreement pursuant to which Company Intellectual Property is licensed to the Company or any subsidiary, and all such agreements are in full force and effect in accordance with their terms. The patents included in the Company Intellectual Property owned by the Company or, to the Company’s knowledge, exclusively licensed to the Company are subsisting and have not lapsed and the patent applications in the Intellectual Property owned by the Company or exclusively licensed to the Company are pending and have not been abandoned. To the Company’s knowledge, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiary are not obligated or under any liability whatsoever to make any material 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 with the conduct of their respective businesses or otherwise. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, or in violation of any contractual rights of any persons. All patents and patent applications included in the Company Intellectual Property that are owned by or exclusively licensed to the Company have been duly and properly filed and maintained and the parties prosecuting such applications have complied in all material respects with their duty of candor and disclosure to the U.S. Patent and Trademark Office (vithe “USPTO”) in connection with such applications. To the Company’s knowledge, there is no patent or published patent application, in the U.S. or other jurisdiction, that is not included in the Company Intellectual Property and that, in the case of a patent, contains claims, or in the case of a published patent application contains patentable claims, that contains claims dominates any of the Company Intellectual Property described in the Preliminary Prospectus and Prospectus as being owned by or licensed to the Company or that interfere interferes with the issued or pending claims of any of the Company Intellectual Property owned by or or, to the Company’s knowledge, exclusively licensed to the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. Except as described in the Registration Statement and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, The Company owns, possesses or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)can acquire on reasonable terms all trademarks, trade names, patent rights, copyrights, domain names, licenses, trade secrets secrets, inventions, technology, know-how and other intellectual property and similar proprietary information described in the Registration Statement rights, including registrations and the Prospectus as being owned or licensed by them or which are necessary applications for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect registration thereof (collectively, “Intellectual PropertyProperty Rights”). Except as ) described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have orGeneral Disclosure Package and, to the knowledge of the Company and except as disclosed in the Operating PartnershipGeneral Disclosure Package and the Final Prospectus, will owns all necessary or material to the conduct of the business now conducted or proposed in the General Disclosure Package to be able conducted by it. Except as disclosed in the General Disclosure Package and the Final Prospectus, (i) there is no pending or, to establish the knowledge of the Company, threatened action, suit, proceeding or claim by any third party against the Company challenging the Company’s rights in or to any Intellectual Property, except for the ownership rights of the owners of the Company’s Intellectual Property which the Registration Statement Rights, and the Prospectus disclose Company is licensed to the Company or the Operating Partnership and unaware of any facts which would form a reasonable basis for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisany such claim; (ii) none there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others against the Operating Partnership Company challenging the validity, enforceability or any of the Subsidiaries has received written notice of any infringement by third parties scope of any Intellectual PropertyProperty Rights owned by the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim against the Company by others challenging any third party that the Company’s and the Operating Partnership’s rights in Company infringes, misappropriates or to otherwise violates any Intellectual Property, Property Rights or other proprietary rights of such third party and the Company and the Operating Partnership are is unaware of any facts other fact 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could would form a reasonable basis for any such claim; and (viv) there is no pending orall assignments of intellectual property from the Company’s employees and consultants to the Company are valid, binding and enforceable and, to the knowledge of Company’s knowledge, have appropriately vested ownership in the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 work product, developments or the Operating Partnership; and like that is subject to such assignments, except in the case of clauses (viii)–(iv) none of as would not, individually or in the Companyaggregate, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed reasonably be expected to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership Subsidiaries own or a Subsidiary, as applicable, ownspossess, or has obtained valid and enforceable licenses forcan acquire on reasonable terms, or other rights to use, the inventionsadequate patents, patent applicationsrights, patentslicenses, trademarks (both registered and unregistered), trade namesinventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them confidential information, systems or which are necessary for the conduct of their respective businesses as currently conductedprocedures), except where the failure to owntrademarks, license service marks, trade names or have such rights would not, individually or in the aggregate, have a Material Adverse Effect other intellectual property (collectively, “Intellectual Property”)) necessary to carry on the business now operated by them or as proposed in the General Disclosure Package and the Prospectus to be conducted. Except as described set forth in the Registration Statement General Disclosure Package and the Prospectus, and except as would not reasonably be expected (a) no party has been granted an exclusive license to have a Material Adverse Effect, use any portion of such Intellectual Property owned by the Company; (ib) there are no third parties who have or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose there is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any no material infringement by third parties of any such Intellectual PropertyProperty owned by or exclusively licensed to the Company; (iiic) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any material Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could that would form a reasonable basis for any such action, suit, proceeding or claim; (ivd) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could that would form a reasonable basis for any such claim; and (ve) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership Company’s business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are is unaware of any facts which could other fact that would form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership its subsidiary own and possess or a Subsidiary, as applicable, owns, or has obtained have valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, copyrightsservice names, trade secrets software, internet addresses, domain names and other proprietary information intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement and the Prospectus as being owned U.S. Prospectuses or licensed by them or which are that is necessary for the conduct of their respective businesses as currently conducted, except where the failure as proposed to ownbe conducted, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except and as described in the Registration Statement and U.S. Prospectus; neither the Prospectus, and except as Company nor its subsidiary has received any notice or is otherwise aware of any material infringement of any Intellectual Property or of any facts or circumstances that would not reasonably be expected to have a Material Adverse Effect, (i) render any Intellectual Property invalid or inadequate to protect the interests of the Company or of its subsidiary therein; there are no third parties who have or, to the knowledge of the Company and the Operating PartnershipCompany, will would reasonably be expected to be able to establish rights to any Intellectual PropertyProperty of the Company or its subsidiary, except for for, and to the extent of, the ownership rights of the owners of the Intellectual Property which that the Registration Statement and the U.S. Prospectus disclose discloses is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits subsidiary; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor its subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or its subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the U.S. Prospectus, infringe or violate, any Intellectual Property of others, and the Company and the Operating Partnership are is unaware of any facts which could that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is the Company and its subsidiary have complied in all material respects with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or its subsidiary, all such agreements are in full force and effect, and, to the knowledge of the Company, no pending event or condition has occurred or, to the knowledge of the Company and Company, exists that gives or, with notice or passage of time or both, would give any person or entity the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for right to terminate any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeagreement.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectusits subsidiaries own, the Companypossess, the Operating Partnership have a valid license or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other otherwise have adequate rights to use, the inventionson reasonable terms, patent applications, all patents, trademarks (both registered and unregistered)trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, licenses, inventions, trade secrets secrets, technology, and software, data, know-how (whether or not patentable) and other intellectual property or proprietary information described in rights (including all registrations and applications for registration and renewals of, and all goodwill associated with, the Registration Statement and foregoing) (collectively, the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective the Company’s and its subsidiaries’ businesses as currently now conducted and intended to be conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have have, singly or in the aggregate, a Material Adverse Effect, : (ia) there are no rights of third parties who have or, to any such Intellectual Property; (b) to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, will be able to establish rights to any Intellectual Propertythere is no material infringement, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for misappropriation or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement violation by third parties of any such Intellectual Property; (iiic) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s or its subsidiaries’ rights in or to any such Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivd) such Intellectual Property is subsisting and, to the knowledge of the Company, valid and enforceable, and there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (ve) to the knowledge of the Company, the Company and its subsidiaries do not engage in any activity that, and there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or any of its subsidiaries, infringes, misappropriates or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; (vif) to the Company’s knowledge there is no U.S. patent or published U.S. patent application that which contains claims that interfere have (or may have) priority over or dominate (or may dominate) any Intellectual Property described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned by or licensed to the Company or its subsidiaries or that interferes with the issued or pending claims of any of the such Intellectual Property owned by or licensed to the Company or the Operating PartnershipProperty; and (viig) none there is no prior art of which the Company, the Operating Partnership or any of the Subsidiaries Company is aware of any prior art that may render any U.S. patent held by the Company or its subsidiaries invalid or any U.S. patent application owned held by the Company, the Operating Partnership Company or any Subsidiary of the Intellectual Property its subsidiaries unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. Each current and former employee and officer of the Company and its subsidiaries or any Affiliate has executed a valid written agreement with the Company or such subsidiary or Affiliate regarding confidentiality and the assignment of all proprietary information and inventions created by such person. Each current and former consultant to the Company and its subsidiaries or any Affiliate that may be involved in the generation of Intellectual Property has executed a valid written agreement with the Company or such subsidiary or Affiliate regarding confidentiality and the assignment of all proprietary information and inventions created by such person.

Possession of Intellectual Property. Except In each case, except as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus (A) each of the Company, Company and the Operating Partnership or a Subsidiary, as applicable, Group Entities owns, possesses, licenses or has obtained valid and enforceable licenses for, or other rights to use, use or can acquire on reasonable terms the inventions, patents and patent applications, patentscopyrights, trademarks (both registered and unregistered)trademarks, service marks, trade names, copyrightsInternet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described rights) and other intellectual property necessary or used in any material respect to conduct its business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus as being owned (collectively, the “Intellectual Property”); (B) none of the material Intellectual Property is unenforceable or licensed by them invalid; (C) neither the Company nor any of the Group Entities has received any notice alleging infringement, violation or which are necessary conflict with (and neither the Company nor any of the Group Entities knows of any basis for alleging infringement, violation or conflict with) rights of others with respect to the conduct of their respective businesses as currently conducted, except where the failure Intellectual Property that would reasonably be expected to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect on the Company and the Group Entities, taken as a whole; (collectivelyD) there are no pending or, “to the best of the Company’s knowledge, threatened actions, suits, proceedings or claims by others that allege the Company or any of the Group Entities is infringing any patent, trade secret, trademark, service xxxx, copyright or other intellectual property or proprietary right that would reasonably be expected to have a Material Adverse Effect on the Company and the Group Entities, taken as a whole; F) neither the Company nor any of the Group Entities are in breach of, and the Company and the Group Entities have complied in all respects with all terms of, any license or other agreement relating to the Intellectual Property”). Except , except such breach or non-compliance that would not reasonably be expected to have a Material Adverse Effect on the Company or the Group Entities, taken as described a whole; (G) except as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of the Group Entities is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world; (H) each of the Company and the Group Entities has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”); (I) (a) all use or disclosure of Confidential Information owned by the Company or the Group Entities by or to a third party has been pursuant to a written agreement between the Company, the Group Entities and such third party, and (b) all use or disclosure of Confidential Information not owned by the Company or the Group Entities has been pursuant to the terms of a written agreement between the Company, the Group Entities, and the owner of such Confidential Information, or is otherwise lawful, except as that in either case the failure to do so would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. Except as described otherwise disclosed in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, each of the Company, Company and the Operating Partnership or a Subsidiary, as applicable, Subsidiary owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, trade secrets and other proprietary information intellectual property (1) described in the Registration Statement Statement, the General Disclosure Package and the Prospectus as being owned or licensed by them it or (2) which are necessary for the conduct of their respective businesses its business as currently conductedconducted or as currently proposed in the Registration Statement, the General Disclosure Package and the Prospectus to be conducted (collectively, “Intellectual Property”) except in the case of clause (2) where the failure to own, license possess or have acquire such rights would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except Prospectus or as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for Intellectual Property rights which are licensed by the ownership Company or the Subsidiary from or granted by the Company or the Subsidiary to its partners, licensors, licensees and other third parties and customary reversionary rights of the owners of the third-party licensors with respect to Intellectual Property which the Registration Statement and the Prospectus disclose that is licensed to the Company or the Operating Partnership Subsidiary; and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any Intellectual Property; (iii) . Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s and Company or the Operating PartnershipSubsidiary’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivB) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others claim; or (C) asserting that the Company and or the Operating Partnership Subsidiary infringes or otherwise violates violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vi) there is no patent . Except as would not reasonably be expected to have, individually or patent application that contains claims that interfere in the aggregate, a Material Adverse Effect, each of the Company and the Subsidiary has complied with the issued or pending claims terms of any of the each agreement pursuant to which Intellectual Property owned by or has been licensed to the Company or the Operating Partnership; Subsidiary, as applicable, and (vii) none to the knowledge of the CompanyCompany all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Operating Partnership General Disclosure Package and the Prospectus as under development by the Company or any the Subsidiary fall within the scope of the Subsidiaries is aware claims of any prior art that may render any one or more patents or patent application applications owned by the Companyby, or exclusively licensed to, the Operating Partnership Company or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeSubsidiary, as applicable.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement Time of Sale Information and the Prospectus, the Company and its subsidiaries own, possess or, to the knowledge of the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement Time of Sale Information and the Prospectus as being owned or licensed to be conducted by them or which are necessary for them, and the conduct expected expiration of their respective businesses as currently conducted, except where the failure to own, license or have any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not or reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, (i) there are no third parties who have or, to none of the knowledge patents and patent applications of the Company and the Operating Partnershipor its subsidiaries are invalid or unenforceable, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company in whole or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Propertypart, and the Company and the Operating Partnership are is unaware of any facts which could that would form a reasonable basis for such a determination. None of the Intellectual Property Rights of the Company or its subsidiaries, other than patents and patent applications, are invalid or unenforceable, in whole or in part, and the Company is unaware of any facts that would form a reasonable basis for such actiona determination. To the knowledge of the Company, suitthere are no unreleased liens or security interests which have been filed against any of the patents owned by or licensed to the Company, proceeding except those that would not, individually or claimin the aggregate, have or reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Time of Sale Information and the Prospectus, (i) the Company is not obligated to pay a material royalty, grant a license or provide other material consideration to any third party in connection with its Intellectual Property Rights; (ii) to the Company’s knowledge, there are no ownership or license rights of third parties to any of the Intellectual Property Rights owned by the Company or its subsidiaries, in any field of use, other than the respective licensor to the Company of such Intellectual Property Rights; (iii) to the Company’s knowledge, there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its subsidiaries; (iv) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others (a) challenging the validity Company’s or any of its subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights; (b) challenging the validity, enforceability or scope of any such Intellectual Property, and Property Rights; or (c) that alleges the Company and or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, and, in each case, the Operating Partnership are Company is unaware of any facts which could would form a reasonable basis for any such claim; (v) there none of the Intellectual Property Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company, any of its subsidiaries in violation of the rights of any persons; and (vi) to the Company’s knowledge, no pending oremployee of the Company or any of its subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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. To the knowledge of the Company Company, except as otherwise disclosed in the Time of Sale Information and the Operating PartnershipProspectus, threatened action, suit, proceeding or claim by others that (1) neither the Company and commercial development nor the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims sale of any of the proposed products or processes of the Company, as described in the Time of Sale Information and the Prospectus, infringes, misappropriates or otherwise violates, or would infringe, misappropriate or otherwise violate, upon the commercialization of such proposed products or processes, any existing Intellectual Property Rights of any third party; and (2) each current and former employee and consultant of the Company (a) has executed an inventions assignment and confidentiality agreement with the Company, on or about the respective date of hire, and signed copies of such agreements have been made available to the Agent and its counsel; and (b) has signed or agreed to assign to the Company any and all Intellectual Property Rights he or she may possess or may have possessed that are related to the Company’s business, as currently conducted and as proposed to be conducted, as described in the Time of Sale Information and the Prospectus, except where such failure to execute such agreement or to agree to assign such Intellectual Property Rights would not reasonably be expected to have a Material Adverse Effect. All patents and patent applications owned by or licensed to the Company or under which the Operating PartnershipCompany has rights have, to the knowledge of the Company, been duly and properly filed and maintained; and (vii) none to the knowledge of the Company, the Operating Partnership or any parties prosecuting such applications have complied with their duty of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed candor and disclosure to the U.S. Patent and Trademark OfficeOffice (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 could form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.

Possession of Intellectual Property. Except as described in the Registration Statement General Disclosure Package and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (ia) there are the Company owns, possesses or has all rights necessary to use the Company Intellectual Property (as defined below), (b) the Company has not received any written notice, nor to the Company’s knowledge, any non-written notice, of any infringement of, or conflict with, any Intellectual Property (as defined below) of any third party, (c) no third parties who party, including any academic or governmental organization, possesses or could obtain rights to the Company Intellectual Property which, if exercised, could enable such party to develop products competitive with those of the Company, and (d) the Company is not obligated to pay a royalty, grant a license or provide other consideration to any third party in connection with the Company Intellectual Property. Except as described in the General Disclosure Package and the Prospectus or as would not have a Material Adverse Effect, (1) the Company is not aware of any facts or circumstances concerning its business, as now operated and as planned to be operated by the Company as described in the Prospectus, that constitute or will constitute an infringement by the Company of any valid claim of a third-party patent, (2) the Company is not aware of any facts or circumstances concerning its business, as now operated and as planned to be operated by the Company as described in the Prospectus, that constitute or will constitute an infringement by the Company of, or conflict with, any non-patented Intellectual Property right of any third party, (3) the Company is not aware of any facts or circumstances that would render any Company Intellectual Property invalid or unenforceable, (4) the Company is not in breach of any of its obligations under any options, licenses, or agreements with respect to the Company Intellectual Property and, to the Company’s knowledge, no other party to such options, licenses or agreements is in breach thereof, (5) 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 knowledge Company’s knowledge, any of its officers, directors, employees, consultants or otherwise in violation of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement any persons, and the Prospectus disclose is licensed (6) to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which Company’s knowledge, there is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any no material infringement by third parties of any Company Intellectual Property; (iii) there . The Company is no pending ornot a party to or bound by any options, licenses or agreements with respect to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 rights of any other person or entity that are required to be set forth in the Registration Statement and are not described therein accurately in all material respects. For purposes of this Agreement, “Intellectual Property” means patents, patent rights, trademarks, servicemarks, copyrights, trade names and all registrations and applications for each of the foregoing, trade secrets, know-how (including other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions and technology, and “Company Intellectual Property” means Intellectual Property that is necessary to carry on the business now operated and as planned to be operated by or licensed to the Company or as described in the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProspectus.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectusits subsidiaries own, the Companypossess, the Operating Partnership license or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or have other rights to use, the inventions, patent applications, use all patents, trademarks (both registered and unregistered)service marks, trade names, copyrights, domain names (in each case, including all registrations and applications to register the same), inventions, trade secrets secrets, technology, know-how and other proprietary information described in intellectual property (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective businesses as currently now conducted or as proposed in the Registration Statement, the General Disclosure Package and the Prospectus to be conducted, except where the failure to own, possess, license or otherwise have such rights would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who the Company and its subsidiaries own, or have orrights to use under license, all such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the Company’s and the Operating Partnership’s or its subsidiaries’ rights in or to any such Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the validity validity, scope or scope enforceability of any such Intellectual Property, ; and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others any third party that the Company and the Operating Partnership or any of its subsidiaries infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officethird party.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectusits subsidiaries own, the Company, the Operating Partnership or a Subsidiary, as applicable, ownspossess licenses to, or has obtained valid and enforceable licenses for, or other can acquire on commercially reasonable terms sufficient rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property and the Prospectus as being owned similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or licensed by them or which are necessary for material to the conduct of their respective businesses as currently conductedthe business now conducted by them, except where the failure to own, license or have such rights as would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, . Except as disclosed in the General Disclosure Package and the Final Prospectus (i) there are no third party owns any rights in or to any of the Intellectual Property Rights owned by the Company or its subsidiaries (other than Intellectual Property Rights licensed or granted by the Company to third parties who have in the ordinary course of business), (ii) there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing by the Company, its subsidiaries or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any of the Intellectual Property; Property Rights of the Company or its subsidiaries, (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any subsidiary’s rights in or to to, or the violation of any of the terms of, any of their Intellectual Property, Property Rights and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; , (iv) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are unaware is not aware of any facts which could would form a reasonable basis for any such claim; , (v) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or any subsidiary infringes, misappropriates or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; , and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by the Company or licensed its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any applicable contractual obligation binding on the Company or any of its subsidiaries or otherwise in violation of the rights of any persons, except, in each case covered by clauses (ii) — (vi), such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the Operating Partnership; aggregate, reasonably be expected to have a Material Adverse Effect. The Company and (vii) none its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of the CompanyCompany and its subsidiaries, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has except as would not been disclosed reasonably be expected to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus, the Company, Company and the Operating Partnership Controlled Entities own or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other possess adequate rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)use sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus as being owned or licensed to be conducted by them or which are necessary for them, and the conduct expected expiration of their respective businesses as currently conducted, except where the failure to own, license or have any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement General Disclosure Package and the Final Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisControlled Entities; (ii) none there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, the Operating Partnership Controlled Entities or any of the Subsidiaries has received written notice of any infringement by third parties of any of the Intellectual PropertyProperty Rights of the Company or the Controlled Entities; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any Controlled Entity’s rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by or licensed to the Company or the Operating PartnershipControlled Entities in their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation binding on the Company, or the Controlled Entities, or in violation of the rights of any persons; (vii) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Controlled Entities, or actions undertaken by the employee while employed with the Company or the Controlled Entities, except for situations that would, individually or in the aggregate, result in a Material Adverse Effect; (viii) neither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (ix) the Company and the Controlled Entities are not in breach of, and have complied in all respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (viix) none the business of the Company, Company and the Operating Partnership or any of Controlled Entities are conducted in compliance with the Subsidiaries is aware of any prior art that may render any patent application owned by applicable intellectual property laws and regulations in the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent PRC and Trademark Officeall other applicable jurisdictions in all material respects.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, (i) the Company, the Operating Partnership or a Subsidiary, as applicable, owns, Company and each Subsidiary owns or has obtained valid and enforceable licenses foradequate rights (or believes it can obtain adequate rights on reasonable terms) to use all trademarks, or other rights to usetrademark applications, the inventionstrade names, domain names, patents, patent applications, patents, trademarks (both registered and unregistered), trade namespatent rights, copyrights, technology, know-how, trade secrets secrets, service marks, trade dress rights, and other intellectual property and proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement ) and the Prospectushas such other licenses, approvals, permits, and governmental authorizations with respect to such Intellectual Property, in each case sufficient to conduct its business as now conducted and as now proposed to be conducted, except as for the absence of rights to Intellectual Property that would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have orand, to the knowledge Company’s knowledge, none of the Intellectual Property of the Company or any Subsidiary is invalid or unenforceable, except where such invalidity or unenforceability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and all material patent applications of the Company and each Subsidiary have been properly filed and, to the Operating PartnershipCompany’s knowledge, prosecuted in accordance with all applicable laws, (ii) the Company has no knowledge that the conduct of its business or the business of any Subsidiary, as now conducted, and as now proposed to be conducted, will infringe, misappropriate, conflict, or otherwise interfere with, the Intellectual Property of any third party which, individually or in the aggregate, would reasonably be able expected to establish rights to have a Material Adverse Effect, (iii) the Company is not aware of any infringement, misappropriation, conflict or violation by Intellectual Property owned or controlled by any third party, of or with the Company or any Subsidiary’s Intellectual Property, except for which, individually or in the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed aggregate, would reasonably be expected to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on have a non-exclusive basis; (ii) none of the CompanyMaterial Adverse Effect, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding proceeding, or other claim by others challenging the validity or scope of any Intellectual Property, and against the Company and the Operating Partnership are unaware of or any facts which could form a reasonable basis for any such claim; (v) there is no pending Subsidiary or, to the knowledge Company’s knowledge, any employee of the Company and the Operating Partnershipor any Subsidiary, threatened action, suit, proceeding or claim by others asserting that the Company and or any Subsidiary’s Intellectual Property infringes third party Intellectual Property, which, individually or in the Operating Partnership infringes or otherwise violates any patentaggregate, trademark, copyright, trade secret or other proprietary rights of otherswould reasonably be expected to have a Material Adverse Effect, and (v) neither the Company and nor any Subsidiary has received any written notice of infringement with respect to any patent or any written notice challenging the Operating Partnership are unaware validity, scope or enforceability of any facts which could form a reasonable basis for any such claim; (vi) 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 any Subsidiary, which, individually or in the Operating Partnership; and (vii) none of aggregate, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the CompanyRegistration Statement, the Operating Partnership or any of General Disclosure Package and the Subsidiaries Prospectus, the Company and each Subsidiary’s Intellectual Property is aware free and clear of any prior art that may render any patent application owned pledge, lien, security interest, encumbrance, claim or equitable interest whether imposed by agreement, contract, understanding, law or equity, which, individually or in the Companyaggregate, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed would reasonably be expected to the U.S. Patent and Trademark Officeresult in a Material Adverse Effect.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement and the Prospectus, each of the Company, the Operating Partnership or a Subsidiary, as applicable, owns, Company and its subsidiaries owns or has obtained valid and enforceable licenses for, or other rights otherwise has the right to useuse or possess sufficient software, the inventionsdatabases, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement and the Prospectus as being owned or licensed to be conducted by them or which are necessary for them, and the conduct expected expiration of their respective businesses as currently conducted, except where the failure to own, license or have any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, Prospectus (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnershipits subsidiaries, will be able to establish there are no rights of third parties to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits subsidiaries, as applicable; (ii) none to the knowledge of the CompanyCompany and its subsidiaries, there is no infringement, misappropriation, breach, default or other violation, or the Operating Partnership occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or any of the Subsidiaries has received written notice of any infringement by its subsidiaries or third parties of any of the Intellectual PropertyProperty Rights of the Company or its subsidiaries; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnershipits subsidiaries, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s Company or any of its subsidiaries rights in or to to, or the violation of any of the terms of any of their Intellectual PropertyProperty Rights, and neither the Company and the Operating Partnership nor any of its subsidiaries are unaware aware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating Partnershipor its subsidiaries, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and none of the Company and the Operating Partnership are unaware or its subsidiaries is aware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnershipor its subsidiaries, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and neither the Company and the Operating Partnership are unaware nor any of its subsidiaries is aware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there none of the Intellectual Property Rights used by the Company or any of its subsidiaries in their respective businesses has been obtained or is no patent being used by the Company or patent application that contains claims that interfere such subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the issued Intellectual Property Rights, including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or pending claims impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned by or licensed to used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its subsidiaries, no employee of any of the Company or its subsidiaries is the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware subject of any prior art that may render pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent application owned disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the Company, employee while employed with the Operating Partnership Company or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeits subsidiaries.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, ownsits subsidiaries own, or has have obtained valid adequate rights and enforceable licenses forunder, or other can acquire rights to useon reasonable terms to, the inventionsall patents, patent rights, patent applications, patents, trademarks (both registered and unregistered), trade namesinventions, copyrights, other works of authorship, know how (including trade secrets and other proprietary information described in the Registration Statement or confidential information, systems or procedures), trademarks, service marks, trade names, trade and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conductedservice mark registrations, except where the failure to owntrade names, license or have such rights would notdesigns, individually or in the aggregateprocesses, have a Material Adverse Effect licenses, computer programs, technical data and information, and other intellectual property (collectively, “Intellectual Property”) that are necessary to carry on the business of the Company as currently conducted and to commercialize the products or services as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as under development (all such Intellectual Property is collectively referred to as the “Company Intellectual Property”). Except as described disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as would not reasonably be expected (A) to have a Material Adverse Effect, (i) the Company’s knowledge there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, including no liens, security interest, or other encumbrances, except for the ownership customary reversionary rights of the owners of the third-party licensors with respect to Intellectual Property which that is disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus disclose is as licensed to the Company or one or more of its subsidiaries; (B) the Operating Partnership and for licenses for or other rights Company has taken reasonable steps to use secure its interests in the Intellectual Property which is licensed owned by the Company from its employees and contractors; (C) to the Company on a non-exclusive basis; (ii) none of the Company’s knowledge, the Operating Partnership there is no infringement, misappropriation or any of the Subsidiaries has received written notice of any infringement violation by third parties of any Company Intellectual PropertyProperty owned by, or exclusively licensed to, the Company or its subsidiaries; (iiiD) there to the Company’s knowledge, the Company is no pending not infringing the intellectual property rights of third parties and (E) none of the Company Intellectual Property owned by the Company or, to the knowledge of Company’s knowledge, exclusively licensed to the Company has been adjudged invalid or unenforceable in whole or in part, in the case of clause (C) and clause (D), which infringement, misappropriation or violation, singly or in the Operating Partnershipaggregate, would reasonably be expected to result in a Material Adverse Effect. There is no pending or threatened action, suit, proceeding or claim by others of which the Company has received written notice: (A) challenging the Company’s and the Operating Partnership’s rights in or to any Company Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivB) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Company Intellectual PropertyProperty owned by, or exclusively licensed to, the Company or its subsidiaries, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others claim; or (C) asserting that the Company and the Operating Partnership or any of its subsidiaries infringes or otherwise violates violates, or would, upon the commercialization of any patentproduct or service described in the Registration Statement, trademarkthe General Disclosure Package or the Prospectus as under development, copyrightinfringe or violate, trade secret or other proprietary any Intellectual Property rights of others, and the Company and the Operating Partnership its subsidiaries are unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; . To the Company’s knowledge, no employee of the Company who has developed Company Intellectual Property is in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries are in compliance in all material respects with the terms of each agreement pursuant to which Company Intellectual Property is licensed to the Company or any subsidiary, and all such agreements are in full force and effect in accordance with their terms. The patents included in the Company Intellectual Property owned by the Company or, to the Company’s knowledge, exclusively licensed to the Company are subsisting and have not lapsed and the patent applications in the Intellectual Property owned by the Company or exclusively licensed to the Company are pending and have not been abandoned. To the Company’s knowledge, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material 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 with the conduct of their respective businesses or otherwise. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, or in violation of any contractual rights of any persons. All patents and patent applications included in the Company Intellectual Property that are owned by or exclusively licensed to the Company have been duly and properly filed and maintained and the parties prosecuting such applications have complied in all material respects with their duty of candor and disclosure to the U.S. Patent and Trademark Office (vithe “USPTO”) in connection with such applications. To the Company’s knowledge, there is no patent or published patent application, in the U.S. or other jurisdiction, that is not included in the Company Intellectual Property and that, in the case of a patent, contains claims, or in the case of a published patent application contains patentable claims, that contains claims dominates any of the Company Intellectual Property described in the Preliminary Prospectus and Prospectus as being owned by or licensed to the Company or that interfere interferes with the issued or pending claims of any of the Company Intellectual Property owned by or or, to the Company’s knowledge, exclusively licensed to the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectusits Controlled Entities own, the Company, the Operating Partnership or a Subsidiary, as applicable, ownspossess, or has obtained valid and enforceable licenses for, or other rights have been authorized to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed to be conducted by them or which are necessary for them, and the conduct expected expiration of their respective businesses as currently conducted, except where the failure to own, license or have any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits Controlled Entities; (ii) none of to the Company’s knowledge, there is no infringement, misappropriation breach, default or other violation, or the Operating Partnership occurrence of any event that with notice or the passage of time would constitute any of the Subsidiaries has received written notice of any infringement foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual PropertyProperty Rights of the Company or its Controlled Entities; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and or the Operating Partnership’s Controlled Entities’ rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by or licensed to the Company or its Controlled Entities in their businesses has been obtained or is being used by the Operating Partnership; and (vii) none Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the Company, the Operating Partnership or any of the Subsidiaries is aware rights of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officepersons.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement Pricing Disclosure Package and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, Company owns, possesses, licenses or has obtained valid and enforceable licenses for, or other can acquire on reasonable terms rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)use trademarks, trade names, patent rights, copyrights, internet domain names, licenses, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property rights, including registrations and the Prospectus as being owned applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or licensed by them or which are necessary for material to the conduct of their respective businesses as currently conductedthe business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except where to the extent that failure to own, possess, license or have otherwise acquire on reasonable terms any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectivelyEffect. To the knowledge of the Company, “there is no material infringement or misappropriation by the Company of any Intellectual Property”)Property Rights of a third party. Except as described disclosed in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, Pricing Disclosure Package (i) there are no rights of third parties who have or, to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership there is no material infringement or any of the Subsidiaries has received written notice of any infringement misappropriation by third parties of any of the Intellectual PropertyProperty Rights of the Company; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any of Company’s Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claimProperty Rights; (iv) there is no pending orpending, or to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any the Company’s Intellectual PropertyProperty Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claimCompany’s Intellectual Property Rights; (v) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by or licensed to the Company in its business has been obtained or is being used by the Operating PartnershipCompany in violation of any contractual obligation that is binding on the Company; and except in each case covered by clauses (viii) none of – (vi) such as would not, if determined adversely to the Company, individually or in the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Companyaggregate, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed be expected to the U.S. Patent and Trademark Officeresult in a Material Adverse Effect.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the ProspectusSubsidiaries own or have valid, the Companybinding, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid enforceable and enforceable sufficient licenses for, or other rights to use, use the inventions, patents and patent applications, patentscopyrights, trademarks (both registered and unregistered)trademarks, service marks, trade names, copyrightstechnology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary information rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect under development (collectively, the “Company Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and ; except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (icollectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) there are no third parties who have in writing (or, to the knowledge of the Company and the Operating PartnershipCompany, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to orally) that (A) the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice infringed or otherwise violated any intellectual property rights of any infringement by third parties of any Intellectual Property; person, (iiiB) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware in breach or default of any prior art that may render contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent application office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company, the Operating Partnership Company or any Subsidiary of the Intellectual Property unpatentable that has Subsidiaries, except as would not been disclosed reasonably be expected to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement and the ProspectusGeneral Disclosure Package, the CompanyCompany and its subsidiaries own, the Operating Partnership possess or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property and the Prospectus as being owned or licensed by them or which are similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary for to the conduct of their respective businesses as currently conductedthe business now conducted or proposed in the General Disclosure Package to be conducted by them, except where the failure to own, license own or have possess such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would Property Rights could not reasonably be expected to have a Material Adverse Effect, and the expected expiration of any such Intellectual Property Rights could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the General Disclosure Package, (i) there are no third parties who have or, to the knowledge of each of the Company and the Operating PartnershipTMM Holdings, will be able to establish there are no rights of third parties to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits subsidiaries; (ii) none to the knowledge of each of the CompanyCompany and TMM Holdings, there is no material infringement, misappropriation, breach, default or other violation, or the Operating Partnership occurrence of any event that with notice or the passage of time would constitute any of the Subsidiaries has received written notice of any infringement foregoing, by third parties of any of the Intellectual PropertyProperty Rights of the Company and its subsidiaries; (iii) there is no pending or, to the knowledge of each of the Company and the Operating PartnershipTMM Holdings, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and of the Company and its subsidiaries in or to, or the Operating Partnership violation of any of the terms of, any of their Intellectual Property Rights, and each of the Company and TMM Holdings are unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of each of the Company and the Operating PartnershipTMM Holdings, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and each of the Company and the Operating Partnership TMM Holdings are unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of each of the Company and the Operating PartnershipTMM Holdings, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.and

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectusits subsidiaries own or possess, the Company, the Operating Partnership or have a Subsidiary, as applicable, ownsvalid license to, or has obtained valid and enforceable licenses forcan acquire on reasonable terms, or other adequate rights to use, the inventionsall patents, patent applications, patentsstatutory invention rights, trademarks (both community designs, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregisteredunregistered copyrights (including copyrights in software), intellectual property rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, business names, trade names, copyrightslogos, slogans, trade secrets dress, design rights, Internet domain names, social media accounts, any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy and/or other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect intellectual property (collectively, “Intellectual Property”). Except ) necessary to carry on in all material respects the business now operated by them and as currently proposed to be operated as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect. In addition, (i) there are no third parties who have or, to the knowledge of neither the Company and the Operating Partnershipnor any of its subsidiaries has received any notice of nor has it engaged in any infringement, will be able to establish rights to misappropriation or other violation of or conflict regarding any Intellectual Property, except for the ownership rights Property of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to any third party by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; its subsidiaries, (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim regarding the subject matter of the foregoing and (iii) the Company and its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim, except in each case as would not reasonably be expected to, singly or in the Operating Partnershipaggregate, result in a Material Adverse Effect. Further, (a) all Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries that is necessary to carry on the business now operated by them and as currently proposed to be operated as described in the Registration Statement, the General Disclosure Package and the Prospectus (such Intellectual Property, the “Company Intellectual Property”) is valid, subsisting and enforceable, (b) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the Company’s validity, ownership, registrability, enforceability or scope of any such Company Intellectual Property and the Operating Partnership’s rights in or to any Intellectual Property, and (c) the Company and the Operating Partnership its subsidiaries are unaware of any facts or circumstances which could would form a reasonable basis for any such actionclaim. No third party is, suitto the Company’s knowledge, proceeding infringing, misappropriating or claim; (iv) otherwise violating any of the Company Intellectual Property in any material respect and there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the validity Company or scope any of any Intellectual Propertyits subsidiaries against a third party regarding the foregoing. In addition, and (1) the Company and its subsidiaries have complied in all material respects with the Operating Partnership terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, (2) neither the Company nor any of its subsidiaries has received any written notice alleging any such noncompliance and are unaware of any facts or circumstances which could would form a reasonable basis for any such claim; , and (v3) all such agreements are in full force and effect, except in each case as would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All Company Intellectual Property has been duly maintained and is in full force and effect and there is are no pending ormaterial defects in, to including in connection with the knowledge filing or prosecuting of, any of the Company and the Operating Partnership, threatened action, suit, proceeding Intellectual Property. Each person who is or claim by others that was an employee or contractor of the Company or any of its subsidiaries and who is or was involved in the Operating Partnership infringes creation or otherwise violates development of any patent, trademark, copyright, trade secret Intellectual Property for or other proprietary rights on behalf of others, and the Company and the Operating Partnership are unaware of any facts which could form has executed a reasonable basis for any such claim; (vi) 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 valid agreement containing an enforceable assignment to the Company or any of its subsidiaries of such person’s rights in and to such Intellectual Property. To the Operating Partnership; and (vii) none Company’s knowledge, no employee of the Company, the Operating Partnership Company or any of the Subsidiaries its subsidiaries is aware in or has ever been in material violation of any prior art that may render term of any patent application owned agreement with or covenant to a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries. The Company and its subsidiaries have taken all reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Intellectual Property necessary to carry on in all material respects the business now operated by them and as currently proposed to be operated as described in the Registration Statement, the General Disclosure Package and the Prospectus and, to the Company’s knowledge, the Operating Partnership or any Subsidiary confidentiality of the such material trade secrets and material confidential Intellectual Property unpatentable that has not been compromised or disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements. No university, military, educational institution, research center, Governmental Entity or other organization has funded, sponsored or contributed to research and development conducted in connection with the U.S. Patent and Trademark Officebusiness of the Company or any of its subsidiaries that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the proprietary nature of any Company Intellectual Property or restrict the ability of the Company or any of its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property, except in each case as would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus, the Company, Company and the Operating Partnership Controlled Entities own or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other possess adequate rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)use sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property and the Prospectus as being owned similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or licensed by them or which are necessary for material to the conduct of their respective businesses as currently conductedthe business now conducted or proposed in the General Disclosure Package and the Final Prospectus to be conducted by them, except where and the failure to own, license or have expected expiration of any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement General Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, Final Prospectus (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisControlled Entities; (ii) none there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, the Operating Partnership Controlled Entities or any of the Subsidiaries has received written notice of any infringement by third parties of any of the Intellectual PropertyProperty Rights of the Company or the Controlled Entities; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any Controlled Entity’s rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by or licensed to the Company or the Operating PartnershipControlled Entities in their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation binding on the Company, or the Controlled Entities, or in violation of the rights of any persons; (vii) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Controlled Entities, or actions undertaken by the employee while employed with the Company or the Controlled Entities; (viii) neither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (ix) the Company and the Controlled Entities are not in breach of, and have complied in all respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (viix) none the business of the Company, Company and the Operating Partnership or any of Controlled Entities are conducted in compliance with the Subsidiaries is aware of any prior art that may render any patent application owned by applicable intellectual property laws and regulations in the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent PRC and Trademark Officeall other applicable jurisdictions in all material respects.

Possession of Intellectual Property. Except as described in the Registration Statement and the Prospectus, the The Company, or one of its Subsidiaries, is the Operating Partnership or a Subsidiary, as applicable, ownssole and exclusive owner of, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectuses as either being owned or licensed by them it or which are necessary for the conduct of their respective businesses its business as currently conductedconducted as described in the Registration Statement, the General Disclosure Package and the Prospectuses (collectively, “Intellectual Property”), except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have result in a Material Adverse Effect. Except as set forth in the Registration Statement, the General Disclosure Package and Prospectuses or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (i) to the Company’s knowledge, there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish ownership rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisCompany; (ii) none of to the Company’s knowledge, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, scope or scope enforceability of any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are is unaware of any facts which could form a reasonable basis for any such claimaction, suit, proceeding or claim upon commercialization of the product candidates described in the Registration Statement, the General Disclosure Package and the Prospectuses; (vi) there is no patent or patent application known to the Company that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by or licensed Property; (vii) to the Company’s knowledge, no employee of the Company or any Subsidiary is in or has ever been in violation of any term of any patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement with, or any restrictive covenant to, a former employer where the Operating Partnershipbasis of such violation relates to such employee’s employment with the Company or any Subsidiary, or actions undertaken by the employee while employed with the Company or any Subsidiary; and (viiviii) none of to the Company’s knowledge, the Operating Partnership or any of the Subsidiaries there is aware of any no prior art that may render any patent application owned by the Company, the Operating Partnership Company or by any Subsidiary of its Subsidiaries of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. All material assignments from inventors to the Company or to one of its Subsidiaries have been obtained and filed with the appropriate patent offices for all of the Company’s and its Subsidiaries’ patent applications. To the Company’s knowledge, the Company and each of its Subsidiaries has taken all commercially reasonable steps to protect, maintain and safeguard each of their respective rights in all Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements.

Possession of Intellectual Property. Except as described in (i) the Registration Statement Company and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, ownsits consolidated subsidiaries own, or has have obtained valid and enforceable licenses for, or other rights to use, use the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service marks, copyrights, trade secrets secrets, inventions, domain names, technology, know-how and other proprietary information (collectively, “Intellectual Property”) described in the Registration Statement and Statement, the General Disclosure Package or the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conductedbusinesses, except where the failure to own, license or have such rights would notnot reasonably be expected, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any Intellectual PropertyProperty owned by the Company and its consolidated subsidiaries, except for any such infringement that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iii) except as disclosed in the Registration Statement and the General Disclosure Package, there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany's knowledge, threatened action, suit, proceeding or claim by others against the Company or its consolidated subsidiaries challenging the Company’s and the Operating Partnership’s or its subsidiaries' rights in or to any Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iv) except as disclosed in the Registration Statement and the General Disclosure Package, there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany's knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership or any subsidiary infringes or otherwise violates any valid patent, trademark, trade name, service xxxx, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (v) the Company and its consolidated subsidiaries have complied with the material terms of any agreement pursuant to which Intellectual Property has been licensed to the Company or any consolidated subsidiary, and all such agreements are in full force and effect, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (vi) except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is are no patent or patent application that contains claims trademarks held by third parties that interfere with with, dilute or adversely affect the issued validity, enforceability or pending claims scope of any of the Intellectual Property owned by or licensed to the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty.

Possession of Intellectual Property. Except as described in the Registration Statement and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the Company and each of its subsidiaries owns all right, title and interest in or otherwise have the Operating Partnershipright to use all patents, will be able to establish inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property rights to any (collectively, “Intellectual Property”) that is necessary for, except used or held for use in, or otherwise exploited in connection with, the ownership rights conduct of the owners business now operated by them and as proposed to be operated, and (ii) to the Company’s knowledge, neither the Company nor any of its subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property which of any third party. Except as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus disclose is licensed or as would not reasonably be expected to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on have a non-exclusive basis; Material Adverse Effect, (iii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, claim, or other proceeding is pending, or claim by others challenging to the Company’s and knowledge, is threatened, alleging that the Operating Partnership’s rights Company or any of its subsidiaries is infringing, misappropriating, diluting, or otherwise violating the Intellectual Property of any third party in or to any Intellectual Propertyrespect, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such (ii) no action, suit, claim, or other proceeding is pending, or claim; (iv) there is no pending or, to the knowledge Company’s knowledge, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any Intellectual Property of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of its subsidiaries that is, singly or in the Subsidiaries is aware aggregate, necessary to its business (with the exception of any prior art that may render any patent application owned by office actions in connection with applications for the Company, the Operating Partnership registration or any Subsidiary issuance of the such Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty).

Possession of Intellectual Property. Except as described in the Registration Statement (A) The Company and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, ownsits Subsidiaries own, or has have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets secrets, know-how, confidential information and other intellectual property, rights to inventions and proprietary information described in the Registration Statement and the Prospectus General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where or presently employed by them (including the failure to own, license commercialization of products or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as services described in the Registration Statement and the ProspectusGeneral Disclosure Package (if any) as under development) (collectively, and except as would not reasonably be expected to have a Material Adverse Effect, “intellectual property rights”); (iB) there are no third parties who have or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, will be able to establish rights to any Intellectual Propertyintellectual property rights, except for for, and to the extent of, the ownership rights of the owners of the Intellectual Property intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the Prospectus General Disclosure Package disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisCompany; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iiiC) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claimintellectual property rights; (ivD) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claimintellectual property rights; (vE) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership or any of its Subsidiaries infringes or otherwise violates violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademarktrademark (both registered and unregistered), trade name, service name, copyright, trade secret secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary rights information of others, and ; (F) the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere its Subsidiaries have complied with the issued or pending claims terms of any of the Intellectual Property owned by or each agreement pursuant to which intellectual property rights have been licensed to the Company or the Operating Partnershipany of its Subsidiaries, and all such agreements are in full force and effect; and (viiG) none of the Company, to its knowledge, has complied with all applicable U.S. laws in the Operating Partnership preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the Subsidiaries is aware of any prior art that may render any patent application owned by the Companyaggregate, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Possession of Intellectual Property. Except as described in the Registration Statement and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, The Company owns, possesses or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, copyrights, domain names, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property and the Prospectus as being owned or licensed by them or which are similar rights (other than patents), including registrations and applications for registration thereof and licenses and approvals to use thereof (collectively, “Non-Patent Intellectual Property Rights”) necessary for to the conduct of their respective businesses as currently conductedthe business now conducted or proposed in the General Disclosure Package to be conducted by it, except where the such failure to own, license possess or acquire such Non-Patent Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, the Company owns, possesses or can acquire on reasonable terms sufficient rights to the patents presently practiced by the Company, which are necessary to the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by it, except where such failure to own or possess such patent rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, Effect. The Non-Patent Intellectual Property Rights and the patent rights are referred to herein collectively as the “Intellectual Property”). Property Rights.” Except as described disclosed in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, General Disclosure Package (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which Rights owned by the Registration Statement Company, other than licenses granted to customers, suppliers, and contractors of the Prospectus disclose is licensed Company in the ordinary course of business with respect to the Company or the Operating Partnership Company’s products and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisservices; (ii) none of to the Company’s knowledge, there is no material infringement, misappropriation, breach, default or other violation, or the Operating Partnership occurrence of any event that with notice or the passage of time would constitute any of the Subsidiaries has received written notice of any infringement foregoing, by a third parties party of any Intellectual PropertyProperty Rights owned by the Company; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to to, or the violation of any of the terms of, any of the Intellectual PropertyProperty Rights owned by the Company, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Intellectual PropertyProperty Rights owned by the Company, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes infringes, misappropriates, breaches, defaults or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by or licensed the Company which are necessary to the conduct of the business as now conducted or proposed in the General Disclosure Package to be conducted by it has been obtained or is being used by the Company or the Operating Partnership; and (vii) none in violation of any contractual obligation binding on the Company, the Operating Partnership or any in violation of the Subsidiaries is aware rights of any prior art that may render any patent application owned persons, except in each case covered by clauses (i) — (vi) such as would not, if determined adversely to the Company, individually or in the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeaggregate, have a Material Adverse Effect.

Possession of Intellectual Property. Except as described in the Registration Statement and the Prospectus, the The Company, the Operating Partnership Guarantors and their respective subsidiaries own, possess, license or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or have other rights to use, the inventions, patent applications, use all patents, trademarks (both registered and unregistered)service marks, trade names, copyrights, domain names (in each case, including all registrations and applications to register the same), inventions, trade secrets secrets, technology, know-how and other proprietary information described in intellectual property (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective businesses as currently now conducted or as proposed in the Registration Statement, the General Disclosure Package and the Prospectus to be conducted, except where the failure to own, possess, license or otherwise have such rights would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who the Company, the Guarantors and their respective subsidiaries own, or have orrights to use under license, all such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company and the Operating PartnershipGuarantors, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose there is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the Company’s and ’s, the Operating Partnership’s Guarantors’ or their respective subsidiaries’ rights in or to any such Intellectual Property, and the Company and the Operating Partnership are 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 Company’s and the Operating PartnershipGuarantors’ knowledge, threatened action, suit, proceeding or claim by others any third party challenging the validity validity, scope or scope enforceability of any such Intellectual Property, ; and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company Company’s and the Operating PartnershipGuarantors’ knowledge, threatened action, suit, proceeding or claim by others any third party that the Company and the Operating Partnership Company, any Guarantors or any of their respective subsidiaries infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officethird party.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement General Disclosure Package and the Final Prospectus, the CompanyCompany and its subsidiaries own, the Operating Partnership possess or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property and the Prospectus as being owned similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or licensed by them or which are necessary for material to the conduct of their respective businesses as currently conductedthe business now conducted or proposed in the General Disclosure Package to be conducted by them, except where and the failure to own, license or have expected expiration of any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement General Disclosure Package and the Final Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, the Company’s knowledge solely with respect to clauses (i) and (ii) below: (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits subsidiaries; (ii) none there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the Company, the Operating Partnership or passage of time would constitute any of the Subsidiaries has received written notice of any infringement foregoing, by third parties of any of the Intellectual PropertyProperty Rights of the Company or its subsidiaries; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any subsidiary’s rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by the Company or licensed its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company, any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of its subsidiaries, individually or in the Subsidiaries is aware of any prior art that may render any patent application owned by the Companyaggregate, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership Subsidiary own or a Subsidiary, as applicable, owns, license or has obtained valid and enforceable licenses for, or other have rights to use, the inventionsmake, patent applicationssell, patentsand otherwise exploit, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are all Intellectual Property necessary for the conduct of their respective businesses the Company’s business as currently conducted, now conducted except where the as such failure to own, own or license or have such rights would not, individually or in the aggregate, not have a Material Adverse Effect (collectivelyEffect. To the knowledge of the Company, “there is no infringement, misappropriation or violation by other parties of any Intellectual Property”). Except as Property described in the Registration Statement and the Prospectuspreceding sentence, and except as such infringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect. Except as previously disclosed in the Company’s filings with the SEC, (i) there are is no third parties who have pending, or, to the knowledge of the Company and the Operating PartnershipCompany, will be able threatened action, suit, proceeding or claim by others to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership Subsidiary is a party, or to the knowledge of the Company, otherwise challenging the Company’s or the Subsidiary’s rights in or to, or exploitation of, any such Intellectual Property, and the Company has no knowledge of any facts which would form a reasonable basis for licenses for or other rights to use any such claim. The Intellectual Property which is licensed owned by the Company and, to the Company on a non-exclusive basis; (ii) none knowledge of the Company, the Operating Partnership Intellectual Property licensed to the Company have not been adjudged invalid or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware has no knowledge of any facts which could would form a reasonable basis for any such claim; (v) there . There is no pending or, or to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes infringes, misappropriates or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, and the Company has not received any written notice of such claim and the Operating Partnership are unaware has no knowledge of any facts other fact which could would form a reasonable basis for any such claim; (vi) there . To the Company’s knowledge, no employee or independent contractor of the Company is no patent or patent application that contains claims that interfere with the issued or pending claims 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 or independent contractor where the Intellectual Property owned by basis of such violation relates to such employee’s employment or licensed to independent contractor’s engagement with the Company or the Operating Partnership; and (vii) none of actions undertaken while employed or engaged with the Company, the Operating Partnership except as such violation would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent rights, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other unpatented and/or unpatentable proprietary or any of the Subsidiaries is aware of any prior art that may render any patent application owned confidential information, systems or procedures owned, licensed or used by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. Except as described in the Registration Statement and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect Effect, the Company and its subsidiaries own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, patent rights, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”)) necessary for the conduct of the Company’s business as now conducted or as described in each of the General Disclosure Package and the Final Prospectus. Except as described set forth in the Registration Statement General Disclosure Package and the Prospectus, and except as would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, (iA) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to owned by the Company or the Operating Partnership and for licenses for or its subsidiaries other rights to use Intellectual Property which is licensed to the Company on a than non-exclusive basislicenses granted in the ordinary course of business; (iiB) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any such Intellectual PropertyProperty owned by or exclusively licensed to the Company or its subsidiaries; (iiiC) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any subsidiary’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ivD) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vE) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership Company’s business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (viF) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned used by or licensed to the Company or its subsidiaries in their business has been obtained or is being used by the Operating Partnership; and (vii) none of the Company, the Operating Partnership Company or any of the Subsidiaries is aware its subsidiaries in violation of any prior art that may render any patent application owned by contractual obligation binding on the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries in violation of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officerights of any persons.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement Time of Sale Prospectus and the Prospectus, the CompanyCompany and its Subsidiaries and Consolidated Affiliated Entities own, the Operating Partnership possess, have been authorized to use or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed to be conducted as described in the Registration Statement Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for Prospectus, and the conduct expected expiration of their respective businesses as currently conducted, except where the failure to own, license or have any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement Time of Sale Prospectus and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership its Subsidiaries and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisConsolidated Affiliated Entities; (ii) none there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the Company, the Operating Partnership or passage of time would constitute any of the foregoing, by the Company or its Subsidiaries has received written notice of any infringement by and Consolidated Affiliated Entities or third parties of any of the Intellectual PropertyProperty Rights of the Company or its Subsidiaries and Consolidated Affiliated Entities; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the Company’s or the Subsidiaries’ and the Operating Partnership’s Consolidated Affiliated Entities’ rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes Company, any Subsidiary or any Consolidated Affiliated Entity infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by the Company or licensed its Subsidiaries and Consolidated Affiliated Entities in their businesses has been obtained or is being used by the Company or its Subsidiaries and Consolidated Affiliated Entities in violation of any contractual obligation binding on the Company or its Subsidiaries and Consolidated Affiliated Entities in violation of the rights of any persons, except in each case covered by clauses (i) to (vi) such as would not, if determined adversely to the Company or its Subsidiaries or Consolidated Affiliated Entities, individually or in the Operating Partnership; and (vii) none of the Companyaggregate, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Possession of Intellectual Property. Except The Company and its subsidiaries own or possess, or have valid license to practice under or to use the patents, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), intellectual property rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, business names, trade names, logos, slogans, trade dress, design rights, Internet domain names, social media accounts, any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy and/or other intellectual property (collectively, “Intellectual Property”) used in or necessary to carry on their respective businesses now operated by them and as proposed to be conducted as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of, or, to the Company’s knowledge has engaged in any infringement, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, misappropriation or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned violation of or licensed by them or which are necessary for the conduct conflict with any Intellectual Property of their respective businesses as currently conductedany third party, except where the failure to ownany such infringement, license misappropriation or have such rights other violation which would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect Effect. There is no pending, and the Company has received no notice of any threatened, action, suit, proceeding or claim regarding any such infringement, misappropriation or violation. All Intellectual Property, except for applications therein, owned by or exclusively licensed to the Company or any of its subsidiaries (collectivelysuch Intellectual Property, the “Company Intellectual Property”)) is subsisting and, to the Company’s knowledge, is valid and enforceable. Except as described in the Registration Statement There is no pending, and the ProspectusCompany has received no notice of any threatened, action, suit, proceeding or claim by any third party challenging the Company’s rights in or the validity, ownership, registrability, enforceability or scope of any Company Intellectual Property and the Company and its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim. No third party is, to the Company’s knowledge, infringing, misappropriating or otherwise violating any of the Company Intellectual Property, except as any such infringement, misappropriation or other violation which would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and or any of its subsidiaries against a third party regarding the Operating Partnership are 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 foregoing. The Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere its subsidiaries have complied in all material respects with the issued or pending claims material terms of any of the each agreement pursuant to which Intellectual Property owned by or has been licensed to the Company or its subsidiaries, neither the Operating Partnership; Company nor any of its subsidiaries has received any notice alleging noncompliance of such material terms in any such agreement, and (vii) none to the Company’s knowledge, all such agreements are in full force and effect. No Company Intellectual Property has been obtained or is being used by the Company in violation of any material contractual obligations binding on the Company. All Company Intellectual Property has been duly maintained and, except for applications therein, is in full force and effect and, to the Company’s knowledge, there are no material defects, including in connection with the filing or prosecution of, in any of the Company, Company Intellectual Property. Each person who is or was an employee or contractor of the Operating Partnership Company or any of its subsidiaries and who is, was or is expected to be involved in the Subsidiaries is aware creation or development of any prior art that may render Intellectual Property for or on behalf of the Company has executed a valid written agreement effectively assigning to the Company or such subsidiaries all of such person’s right, title and interest in and to such Intellectual Property and, to the Company’s knowledge, no employee of the Company or any patent application owned of its subsidiaries is in or has ever been in violation of any material term of any agreement 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. The Company and its subsidiaries take and have taken commercially reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Company Intellectual Property used in connection with the business of the Company and its subsidiaries now operated by them and, to the Company’s knowledge, the Operating Partnership or any Subsidiary confidentiality of the such material trade secrets and material confidential Company Intellectual Property unpatentable that has not been disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements. No university, military, educational institution, research center, Governmental Entity or other organization has funded or sponsored research and development conducted in connection with the U.S. Patent and Trademark Officebusiness of the Company or any of its subsidiaries now operated by them that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the proprietary nature of any Company Intellectual Property or restrict the ability of the Company or any of its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property. None of the software developed or owned by the Company or its subsidiaries is currently held in escrow or subject to any escrow obligation or any condition, obligation or other requirement that it be licensed pursuant to a free or open source software license or that the source code for such software be delivered, disclosed, licensed or otherwise made available to any other Person.

Possession of Intellectual Property. Except as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, the CompanyCompany and its subsidiaries own or otherwise possess, the Operating Partnership hold or a Subsidiary, as applicable, owns, or has have obtained valid and enforceable licenses for, or other rights to use, the inventions, or believe that they can on commercially reasonable terms obtain such licenses or other rights under patent applications, patents, patent rights, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks (both registered and unregistered), service marks, trade names, copyrightssoftware, trade secrets domain names and other proprietary information described in the Registration Statement intellectual property, including registrations and the Prospectus as being owned or licensed by them or which are necessary applications for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect registration thereof (collectively, “Intellectual Property”). Except ) used in, or necessary to carry on, the business now operated by the Company and its subsidiaries and as described currently proposed to be operated by them, as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as such failure to own or obtain such licenses or other rights would not reasonably be expected to have result in a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners . None of the Intellectual Property which described in the Registration Statement Statement, the General Disclosure Package and the Prospectus disclose is as owned by or licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; its subsidiaries (ii) none of the Companycollectively, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any “Company Intellectual Property”) has been adjudged invalid or unenforceable, in whole or in part; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of, or challenging the Company’s and the Operating Partnership’s ownership of or rights in or to to, any Company Intellectual Property, ; and neither the Company and the Operating Partnership are unaware nor any of its subsidiaries is aware of any facts which could form or circumstances that would render any Company Intellectual Property invalid or unenforceable or of inadequate scope to protect the interests of the Company or any of its subsidiaries in conducting their business, except, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus or as would not reasonably be expected to result in a reasonable basis for any such actionMaterial Adverse Effect. Except as described in the Registration Statement, suitthe General Disclosure Package and the Prospectus, proceeding or claim; (iv) there is no currently pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging a third party alleging that the validity Company or scope any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon commercialization of any product candidate described in the Registration Statement, the General Disclosure Package and the Prospectus, infringe, misappropriate or otherwise violate, any Intellectual PropertyProperty of third parties, and neither the Company and the Operating Partnership are unaware nor any of its subsidiaries has received any notice alleging, or is otherwise aware of, any facts which could form a reasonable basis for any or circumstances that would give rise to such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened an action, suit, proceeding or claim claim, except, in each case, where such infringement, misappropriation or other violation would not reasonably be expected to result in a Material Adverse Effect. To the Company’s knowledge, no material technology employed by others that the Company and the Operating Partnership infringes has been obtained or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and is being used by the Company and the Operating Partnership are unaware in violation of any facts which could form a reasonable basis for any such claim; (vi) there is no patent contractual or patent application that contains claims that interfere with legal obligation binding on the issued Company or pending claims of any of its officers, directors or employees, which violation relates to the breach of a confidentiality obligation, obligation to assign Intellectual Property to a previous employer or obligation otherwise not to use the Intellectual Property owned by or licensed to the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officea third party.

Possession of Intellectual Property. Except as described in the Registration Statement Time of Sale Prospectus and the Prospectus, the CompanyCompany and its Subsidiaries and Affiliated Entities own, the Operating Partnership possess or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property and the Prospectus as being owned or licensed by them or which are similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary for to the conduct of their respective businesses as currently the business now conducted, except where and the failure to own, license or have expected expiration of any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement Time of Sale Prospectus and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership its Subsidiaries and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisAffiliated Entities; (ii) none there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the Company, the Operating Partnership or passage of time would constitute any of the foregoing, by the Company or its Subsidiaries has received written notice of any infringement by and Affiliated Entities or third parties of any of the Intellectual PropertyProperty Rights of the Company or its Subsidiaries and Affiliated Entities; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the Company’s or the Subsidiaries’ and the Operating Partnership’s Affiliated Entities’ rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes Company, any Subsidiary or any Affiliated Entity infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by the Company or licensed its Subsidiaries and Affiliated Entities in their businesses has been obtained or is being used by the Company or its Subsidiaries and Affiliated Entities in violation of any contractual obligation binding on the Company or its Subsidiaries and Affiliated Entities in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or its Subsidiaries and Affiliated Entities, individually or in the Operating Partnership; and (vii) none of the Companyaggregate, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, ownsits subsidiaries own, or has have obtained valid and enforceable licenses forlicenses, or other rights to usesublicenses in the appropriate fields, for, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, trade secrets and other proprietary information intellectual property described in the Registration Statement Statement, the General Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure conducted or as currently proposed to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect be conducted (collectively, “Intellectual Property”). Except as described in the Registration Statement , and the Prospectusconduct of their respective businesses does not and, to the Company’s knowledge, will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and except as the Company is unaware of any facts which would not reasonably be expected to have form a Material Adverse Effect, reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership customary reversionary rights of the owners of the third-party licensors with respect to Intellectual Property which that is disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus disclose is as licensed to the Company or the Operating Partnership one or more of its subsidiaries; and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any Intellectual Property; (iii) there . There is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivB) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others claim; or (C) asserting that the Company and the Operating Partnership or any of its subsidiaries infringes or otherwise violates violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vi) there is no patent or patent application that contains claims that interfere . The Company and its subsidiaries have complied with the issued or pending claims terms of any of the each agreement pursuant to which Intellectual Property owned by or has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Operating Partnership; and (vii) none Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Operating Partnership Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries have taken all reasonable steps to comply with the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property as well as in all foreign offices having similar requirements. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the Subsidiaries is aware rights of any prior art that may render any patent application owned persons. The product candidates described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by the CompanyCompany or any subsidiary fall within the scope of the claims of one or more patents or patent applications or incorporate confidential know-how owned by, or exclusively licensed to, the Operating Partnership Company or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officesubsidiary.

Possession of Intellectual Property. Except as described in To the Registration Statement and the ProspectusCompany’s knowledge, the CompanyCompany and each of its Subsidiaries owns or possesses, the Operating Partnership or a Subsidiary, as applicable, ownshas licenses to, or has obtained valid and enforceable licenses forcan acquire or license on reasonable terms, or other rights to use, the inventionsadequate patents, patent applicationsrights, patentslicenses, trademarks (both registered and unregistered), trade namesinventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them confidential information, systems or which are necessary for the conduct of their respective businesses as currently conductedprocedures), except where the failure to owntrademarks, license service marks, trade names or have such rights would not, individually or in the aggregate, have a Material Adverse Effect other intellectual property (collectively, “Intellectual Property”). Except ) necessary to carry on the business now operated by them and as described currently proposed to be conducted as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, and except neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render invalid any issued patents within the Intellectual Property disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as owned by or exclusively licensed to the Company or any of its Subsidiaries (the “Company Intellectual Property”), and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity, singly or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, . To the Company’s knowledge: (i) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish any ownership or license rights to any Company Intellectual Property, except for the ownership customary reversionary rights of the owners of third-party licensors with respect to the Intellectual Property which that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus disclose is as exclusively licensed to the Company or the Operating Partnership its Subsidiaries; and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any Company Intellectual Property; (iii) there . There is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s and the Operating Partnership’s rights in or to any Company Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ivB) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Company Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; or (vC) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus and the Operating Partnership infringes Prospectus as under development, infringe, misappropriate or otherwise violates violate, any patent, trademark, copyright, trade secret or other proprietary Intellectual Property rights of others, and the . The Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere its Subsidiaries have complied in all material respects with the issued or pending claims terms of any of the each agreement pursuant to which Intellectual Property owned by or has been licensed to the Company or the Operating Partnership; and (vii) none of its Subsidiaries, and, to the Company’s knowledge, all such agreements are in full force and effect. To the Operating Partnership or Company’s knowledge, there are no material defects in any of the Subsidiaries is aware of any prior art that may render any patents or patent application owned by applications included in the Company, the Operating Partnership or any Subsidiary of the Company Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership any Subsidiary own and possess or a Subsidiary, as applicable, owns, or has obtained have valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, copyrightsservice names, trade secrets software, internet addresses, domain names and other proprietary information intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement and the Prospectus as being owned SEC Reports or licensed by them or which are that is necessary for the conduct of their respective businesses as currently conducted, except where the failure as proposed to ownbe conducted, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except and as described in the Registration Statement and SEC Reports; neither the Prospectus, and except as Company nor its Subsidiaries has received any notice or is otherwise aware of any material infringement of any Intellectual Property or of any facts or circumstances that would not reasonably be expected to have a Material Adverse Effect, (i) render any Intellectual Property invalid or inadequate to protect the interests of the Company or of its Subsidiaries therein; there are no third parties who have or, to the knowledge of the Company and the Operating PartnershipCompany, will would reasonably be expected to be able to establish rights to any Intellectual PropertyProperty of the Company or its Subsidiaries, except for for, and to the extent of, the ownership rights of the owners of the Intellectual Property which that the Registration Statement and the Prospectus SEC Reports disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits Subsidiaries; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s or its Subsidiaries’ rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the SEC Reports, infringe or violate, any Intellectual Property of others, and the Company and the Operating Partnership are is unaware of any facts which could that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is the Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or its Subsidiaries, all such agreements are in full force and effect, and, to the knowledge of the Company, no pending event or condition has occurred or, to the knowledge of the Company and Company, exists that gives or, with notice or passage of time or both, would give any person or entity the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for right to terminate any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeagreement.

Possession of Intellectual Property. Except as described disclosed in the Registration Statement and General Disclosure Package, (i) the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, Company owns or has obtained valid and enforceable licenses foradequate rights (or believes it can obtain adequate rights on reasonable terms) to use all trademarks, or other rights to usetrademark applications, the inventionstrade names, domain names, patents, patent applications, patents, trademarks (both registered and unregistered), trade namespatent rights, copyrights, technology, know-how, trade secrets secrets, (including other unpatented and/or patentable proprietary or confidential information, systems or procedures), service marks, trade dress rights, and other intellectual property and proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement ) and the Prospectushas such other licenses, approvals, permits, and governmental authorizations with respect to such Intellectual Property, in each case sufficient to conduct its business as now conducted and as now proposed to be conducted, except as for the absence of rights to Intellectual Property that would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have orand, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners none of the Intellectual Property which of the Registration Statement Company is invalid or unenforceable, except where such invalidity or unenforceability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and all material patent applications of the Prospectus disclose is licensed Company have been properly filed and, to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; Company’s knowledge, prosecuted in accordance with all applicable laws, (ii) none the Company has no knowledge that the conduct of the Companyits business, as now conducted, and as now proposed to be conducted, will infringe, misappropriate, conflict, or otherwise interfere with, the Operating Partnership or any of the Subsidiaries has received written notice Intellectual Property of any infringement by third parties of any Intellectual Property; party which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (iii) there is no pending or, to the knowledge of the Company and the Operating Partnershipis not aware of any infringement, threatened actionmisappropriation, suitconflict or violation by Intellectual Property owned or controlled by any third party, proceeding of or claim by others challenging with the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and which, individually or in the Company and the Operating Partnership are unaware of any facts which could form aggregate, would reasonably be expected to have a reasonable basis for any such actionMaterial Adverse Effect, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding proceeding, or other claim by others challenging the validity or scope of any Intellectual Property, and against the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge Company’s knowledge, any employee of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others asserting that the Company and Company’s Intellectual Property infringes third party Intellectual Property, which, individually or in the Operating Partnership infringes or otherwise violates any patentaggregate, trademark, copyright, trade secret or other proprietary rights of otherswould reasonably be expected to have a Material Adverse Effect, and (v) the Company and has not received any written notice of infringement with respect to any patent or any written notice challenging the Operating Partnership are unaware validity, scope or enforceability of any facts which could form a reasonable basis for any such claim; (vi) 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 Company, which, individually or in the Operating Partnership; and (vii) none of aggregate, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the General Disclosure Package, the Company, the Operating Partnership or any of the Subsidiaries ’s Intellectual Property is aware free and clear of any prior art that may render any patent application owned pledge, lien, security interest, encumbrance, claim or equitable interest whether imposed by agreement, contract, understanding, law or equity, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. The Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality or all material trade secrets and confidential information owned, used or held by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. Except The Company and its subsidiaries, taken as described in the Registration Statement and the Prospectusa whole, the Companyown, the Operating Partnership license, possess or otherwise have a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights right to use, or can acquire on reasonable terms all the inventionsrights necessary to use, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, patent rights, copyrights, domain names, licenses, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property, and the Prospectus as being owned or licensed by them or which are similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary for to the conduct of their respective businesses as currently conductedthe business now conducted or proposed in the General Disclosure Package to be conducted by them, except where and the failure to own, license or have expected expiration of any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the General Disclosure Package, (iA) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or its subsidiaries; (B) to the Operating Partnership and for licenses for Company’s knowledge there is no infringement, misappropriation breach, default or other rights to use Intellectual Property which is licensed to violation, or the Company on a non-exclusive basis; (ii) none occurrence of any event that with notice or the Company, the Operating Partnership or passage of time would constitute any of the Subsidiaries has received written notice of any infringement foregoing, by third parties of any of the Intellectual PropertyProperty Rights of the Company or its subsidiaries; (iiiC) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any subsidiary’s rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivD) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (vE) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (viF) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by the Company or licensed its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, in violation of the rights of any persons, except in each case covered by clauses (A) – (F) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the Operating Partnership; aggregate, reasonably be expected to have a Material Adverse Effect. The Company and (vii) none its subsidiaries own or have a valid right to access and us or can acquire on reasonable terms all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain, deliver and operate data, information, and functions used in connection with the business of the CompanyCompany and its subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the Operating Partnership or any operation of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary business of the Intellectual Property unpatentable that has not been disclosed Company and its subsidiaries as currently conducted or proposed in the General Disclosure Package to be conducted by them. The Company and its subsidiaries have implemented such backup, security and disaster systems as the U.S. Patent Company reasonably believes are prudent and Trademark Officecustomary for similarly sized companies in the businesses in which they are engaged.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectusits subsidiaries own, the Companypossess, the Operating Partnership license or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or have other rights to use, the inventions, patent applications, use all patents, trademarks (both registered and unregistered)service marks, trade names, copyrights, domain names (in each case, including all registrations and applications to register the same), inventions, trade secrets secrets, technology, know-how and other proprietary information described in intellectual property (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective businesses as currently now conducted or as proposed in the Registration Statement, the General Disclosure Package and the Prospectus to be conducted, except where the failure to own, possess, license or otherwise have such rights would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who the Company and its subsidiaries own, or have orrights to use under license, all such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the Company’s and the Operating Partnership’s or its subsidiaries rights in or to any such Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating PartnershipCompany’ knowledge, threatened action, suit, proceeding or claim by others any third party challenging the validity validity, scope or scope enforceability of any such Intellectual Property, ; and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others any third party that the Company and the Operating Partnership or any of its subsidiaries infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officethird party.

Possession of Intellectual Property. Except as described in the Registration Statement The Parent and the Prospectusits subsidiaries own, the Company, the Operating Partnership possess or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other have rights to use, use (or can acquire such rights on reasonable terms) the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, patent rights, copyrights, domain names and trade secrets including registrations and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which applications for registration thereof (collectively, “Intellectual Property Rights”) that are necessary for material to the conduct of their respective businesses the business now conducted as currently conductedset forth in the Offering Memorandum, except where and the failure to own, license or have expected expiration of any single item of such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have orOffering Memorandum, to the knowledge of the Company and Parent, (i) there is no material infringement, misappropriation or other violation by the Operating PartnershipParent, will be able to establish rights to its subsidiaries or third parties of any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which Rights of the Registration Statement and the Prospectus disclose is licensed to the Company Parent or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits subsidiaries; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened in writing action, suit, proceeding or claim by others challenging the CompanyParent’s and the Operating Partnership’s or any of its subsidiaries’ ownership rights in or to any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are Parent is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iviii) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened in writing action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any registered Intellectual PropertyProperty Rights of the Parent or its subsidiaries, and the Company and the Operating Partnership are Parent is unaware of any facts which could would form a reasonable basis for any such claim; (viv) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes Parent or any of its subsidiaries infringes, misappropriates or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights Intellectual Property Rights of others, others and the Company and the Operating Partnership are Parent is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (viv) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by the Parent or licensed to its subsidiaries in their businesses has been obtained or is being used by the Company Parent or its subsidiaries in violation of any contractual obligation binding on the Operating Partnership; and (vii) none of the Company, the Operating Partnership Parent or any of its subsidiaries, except in each case covered by clauses (i) - (v) such as would not, if determined adversely to the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership Parent or any Subsidiary of its subsidiaries, individually or in the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeaggregate, have a Material Adverse Effect.

Possession of Intellectual Property. Except as described in To the Registration Statement and the ProspectusCompany’s knowledge, the CompanyCompany and each of its subsidiaries owns or possesses, the Operating Partnership or a Subsidiary, as applicable, ownshas licenses to, or has obtained valid and enforceable licenses forcan acquire or license on reasonable terms, or other rights to use, the inventionsadequate patents, patent applicationsrights, patentslicenses, trademarks (both registered and unregistered), trade namesinventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them confidential information, systems or which are necessary for the conduct of their respective businesses as currently conductedprocedures), except where the failure to owntrademarks, license service marks, trade names or have such rights would not, individually or in the aggregate, have a Material Adverse Effect other intellectual property (collectively, “Intellectual Property”). Except ) necessary to carry on the business now operated by them and as described currently proposed to be conducted as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render invalid any issued patents within the Intellectual Property disclosed in the most recent Preliminary Prospectus and the Prospectus as owned by or exclusively licensed to the Company or any of its subsidiaries (the “Company Intellectual Property”), and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity, singly or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, . To the Company’s knowledge: (i) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish any ownership or license rights to any Company Intellectual Property, except for the ownership customary reversionary rights of the owners of third-party licensors with respect to the Intellectual Property which that is disclosed in the Registration Statement most recent Preliminary Prospectus and the Prospectus disclose is as exclusively licensed to the Company or the Operating Partnership its subsidiaries; and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any Company Intellectual Property; (iii) there . There is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s and the Operating Partnership’s rights in or to any Company Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ivB) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Company Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; or (vC) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others asserting that the Company and the Operating Partnership infringes or any of its subsidiaries infringes, misappropriates or otherwise violates violates, or would, upon the commercialization of any patentproduct or service described in the most recent Prospectus as under development, trademarkinfringe, copyrightmisappropriate or otherwise violate, trade secret or other proprietary any Intellectual Property rights of others, and the . The Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere its subsidiaries have complied in all material respects with the issued or pending claims terms of any of the each agreement pursuant to which Intellectual Property owned by or has been licensed to the Company or the Operating Partnership; and (vii) none of its subsidiaries, and, to the Company’s knowledge, all such agreements are in full force and effect. To the Operating Partnership or Company’s knowledge, there are no material defects in any of the Subsidiaries is aware of any prior art that may render any patents or patent application owned by applications included in the Company, the Operating Partnership or any Subsidiary of the Company Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectusits subsidiaries (i) own, the Companypossess or can acquire on commercially reasonable terms, the Operating Partnership or a Subsidiaryadequate trademarks, as applicable, owns, or has obtained valid trade names and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks know-how (both registered and unregistered), trade names, copyrights, including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, inventions, systems or procedures), patents, copyrights, confidential information described in and other intellectual property (collectively, “Intellectual Property Rights”) necessary to conduct the Registration Statement and the Prospectus as being owned business now operated by them, or licensed presently employed by them or which are necessary for the conduct of their respective businesses as currently conductedthem, except where the failure to ownown or possess, license or have such rights the inability to acquire on commercially reasonable terms, any of the foregoing would not, individually or in the aggregate, have a Material Adverse Effect Effect; (collectivelyii) have not received any written notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights; (iii) to the Company’s knowledge, “the Intellectual Property”). Except as described in Property Rights of the Registration Statement Company and its subsidiaries are not being infringed, misappropriated or otherwise violated by any person; (iv) to the ProspectusCompany’s knowledge, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, or will be able to establish ownership or exclusive rights to any Intellectual PropertyProperty Rights, except for the ownership retained rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is Rights that are licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisCompany, if any; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iiiv) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others (a) challenging the validity, enforceability or scope of any Intellectual Property Rights or (b) challenging the Company’s and the Operating Partnership’s rights or any of its subsidiaries’ rights in or to any Intellectual PropertyProperty Rights, and neither the Company and the Operating Partnership are unaware nor any of its subsidiaries is aware of any facts which could form a reasonable basis for any such actionactions, suitsuits, proceeding proceedings or claimclaims; (ivvi) there to the Company’s knowledge, none of the Intellectual Property Rights used by the Company or its subsidiaries that are necessary to the conduct of their businesses as now conducted and as proposed to be conducted in the Registration Statement, the Statutory Prospectus and the Final Prospectus by the Company or any of its subsidiaries has been obtained or is being used by the Company and its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries; (vii) to the Company’s knowledge, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property Rights have been licensed to the Company or any subsidiary, and all such agreements are in full force and effect; (viii) the Company has taken reasonable steps to protect, maintain and safeguard the Intellectual Property Rights, including the execution of appropriate nondisclosure, confidentiality and invention assignment agreements; (ix) to the Company’s knowledge, no pending employee of the Company or any of its subsidiaries is in or has been in violation of any term of any written employment contract, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant agreement with a former employer where the basis of such violation relates to (a) such employee’s employment with the Company and (b) the ownership by the Company or its subsidiaries of any Intellectual Property Rights, and (x) none of the Intellectual Property Rights or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or its subsidiaries or, to the knowledge of the Company and Company, any of their respective officers, directors or employees or otherwise in violation of the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope rights of any Intellectual Propertypersons, except in each case covered by clauses (ii) – (vii) and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any (ix) – (x) such claim; (v) there is no pending oras would not, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) 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 if determined adversely to the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of its subsidiaries, individually or in the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeaggregate have a Material Adverse Effect.

Possession of Intellectual Property. Except The Company and its subsidiaries, taken as described in the Registration Statement and the Prospectusa whole, the Companyown, the Operating Partnership license, possess or otherwise have a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights right to use, or can acquire on reasonable terms all the inventionsrights necessary to use, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, patent rights, copyrights, domain names, licenses, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property, and the Prospectus as being owned or licensed by them or which are similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary for to the conduct of their respective businesses as currently conductedthe business now conducted or proposed in the General Disclosure Package to be conducted by them, except where and the failure to own, license or have expected expiration of any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, (iA) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or its subsidiaries; (B) to the Operating Partnership and for licenses for Company’s knowledge there is no infringement, misappropriation breach, default or other rights to use Intellectual Property which is licensed to violation, or the Company on a non-exclusive basis; (ii) none occurrence of any event that with notice or the Company, the Operating Partnership or passage of time would constitute any of the Subsidiaries has received written notice of any infringement foregoing, by third parties of any of the Intellectual PropertyProperty Rights of the Company or its subsidiaries; (iiiC) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any subsidiary’s rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivD) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (vE) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (viF) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by the Company or licensed its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, in violation of the rights of any persons, except in each case covered by clauses (A) – (F) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the Operating Partnership; aggregate, reasonably be expected to have a Material Adverse Effect. The Company and (vii) none its subsidiaries own or have a valid right to access and us or can acquire on reasonable terms all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain, deliver and operate data, information, and functions used in connection with the business of the CompanyCompany and its subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the Operating Partnership or any operation of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary business of the Intellectual Property unpatentable that has not been disclosed Company and its subsidiaries as currently conducted or proposed in the General Disclosure Package to be conducted by them. The Company and its subsidiaries have implemented such backup, security and disaster systems as the U.S. Patent Company reasonably believes are prudent and Trademark Officecustomary for similarly sized companies in the businesses in which they are engaged.

Possession of Intellectual Property. Except The Company and its subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described now operated, or as proposed in the Registration Statement Statement, the Time of Sale Disclosure Package, and the Prospectus, the Companyto be operated, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conductedthem, except where the failure to own, license possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights exclusively licensed to the Company and its subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as currently conducted are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have such rights a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with to the issued or pending claims of Company’s knowledge, neither the Company nor any of the its subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property owned by or licensed to the Company or the Operating PartnershipRights of a third party; and (vii) none of the CompanyCompany and its subsidiaries use, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Companyand have used, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed commercially reasonable efforts to the U.S. Patent and Trademark Officeappropriately maintain all information intended to be maintained as a trade secret.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership its subsidiaries own or a Subsidiary, as applicable, owns, license or has obtained valid and enforceable licenses for, or other have rights to use, the inventionsmake, patent applicationssell, patentsand otherwise exploit, trademarks all Intellectual Property (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are defined below) necessary for the conduct of their respective businesses the Company’s business as currently conducted, now conducted except where the as such failure to own, own or license or have such rights would not, individually or in the aggregate, not have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which is incorporated by reference into the Registration Statement, the Preliminary Prospectus, and the Prospectus under the caption “Item 1. Description of Business”, (i) to the knowledge of the Company, there is no infringement, misappropriation or violation by other parties of any Intellectual Property described in the Registration Statement and the Prospectuspreceding sentence, and except as such infringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect, ; (iii) there are is no third parties who have pending, or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others to which the Company and or any of its Subsidiaries is a party, or to the Operating Partnershipknowledge of the Company, will be able to establish otherwise challenging the Company’s or its Subsidiaries’ rights to in or to, or exploitation of, any such Intellectual Property, and the Company has no knowledge of any facts which would form a reasonable basis for any such claim; (iii) except for the ownership rights with respect to certain trademarks of the owners Company which are being opposed, such Intellectual Property owned by the Company and to the knowledge of the Company, such Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company have not been adjudged invalid or the Operating Partnership unenforceable, in whole or in part, and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are 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 and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company and the Operating Partnership are unaware has no knowledge of any facts which could would form a reasonable basis for any such claim; (viv) there is no pending or, or to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes infringes, misappropriates or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company and the Operating Partnership are unaware has no knowledge of any facts other fact which could would form a reasonable basis for any such claim; and (viv) there to the Company’s knowledge, no employee or independent contractor of the Company is no patent in or patent application that contains claims that interfere with the issued or pending claims has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer or independent contractor where the Intellectual Property owned by basis of such violation relates to such employee’s employment or licensed to independent contractor’s engagement with the Company or the Operating Partnership; and (vii) none of actions undertaken while employed or engaged with the Company, the Operating Partnership except as such violation would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent rights, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other unpatented and/or unpatentable proprietary or any of the Subsidiaries is aware of any prior art that may render any patent application owned confidential information, systems or procedures owned, licensed or used by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. Except as (A) To the knowledge of the Company, the Company and its subsidiaries own, have licensed, or possess adequate, valid and enforceable rights to use, all patents, licenses, copyrights and copyrightable works, inventions, know-how (including trade secrets, data and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other source indicators, and all other intellectual property and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property”) that is described in the Registration Statement and the ProspectusStatement, the Company, the Operating Partnership General Disclosure Package or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them that is used in or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure as proposed to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except be conducted and as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus; (B) to the Company’s and its subsidiaries’ knowledge, the Company’s and except as its subsidiaries’ conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property of any third party and none of the product candidates of the Company or any of its subsidiaries, if commercially sold or offered for commercial sale, would not reasonably be expected infringe, misappropriate or otherwise violate any valid and enforceable Intellectual Property of any third party; (C) to have a Material Adverse Effectthe knowledge of the Company, (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, or will be able to establish rights to any Intellectual PropertyProperty of the Company or any of its subsidiaries, except for for, and to the extent of, the ownership rights of the owners of the Intellectual Property which that the Registration Statement Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisany of its subsidiaries; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Property; (iiiD) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging or seeking to deny or restrict the Company’s and the Operating Partnershipor any subsidiary’s rights in or to any Intellectual Property, or challenging the ownership, validity, enforceability or scope of any Intellectual Property of the Company or any of its subsidiaries, or asserting that the Company or any subsidiary infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe, misappropriate or violate, any Intellectual Property of others, and the Company and the Operating Partnership are is unaware of any facts which that could form a reasonable basis for any such action, suit, proceeding or claim; (ivE) there is the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no pending event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement; (F) to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries has been adjudged invalid or unenforceable in whole or part, and, to the Operating Partnership; and (vii) none knowledge of the Company, all such Intellectual Property is valid and enforceable; (G) the Operating Partnership Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property, the value of which to the Company or its subsidiaries is contingent upon maintaining the confidentiality thereof; and (H) no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or any of the Subsidiaries is aware its subsidiaries, all of any prior art that may render any patent application owned whom are bound by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officewritten confidentiality agreements.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectusits Subsidiaries own, the Company, the Operating Partnership or a Subsidiary, as applicable, ownspossess, or has obtained valid and enforceable licenses for, or other rights have been authorized to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed to be conducted by them or which are necessary for them, and the conduct expected expiration of their respective businesses as currently conducted, except where the failure to own, license or have any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits Subsidiaries; (ii) none there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the Company, the Operating Partnership or passage of time would constitute any of the foregoing, by the Company or its Subsidiaries has received written notice of any infringement by or third parties of any of the Intellectual PropertyProperty Rights of the Company or its Subsidiaries; (iii) to the Company’s knowledge, there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the Company’s and or the Operating Partnership’s Subsidiaries’ rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) to the Company’s knowledge, there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes Company, any Subsidiary or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by the Company or licensed its Subsidiaries in their businesses has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or its Subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) through (vi) such as would not, if determined adversely to the Company or its Subsidiaries, individually or in the Operating Partnership; and (vii) none of the Companyaggregate, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Possession of Intellectual Property. Except as described in the Registration Statement and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights it would not, individually singly or in the aggregate, have result in a Material Adverse Effect Effect, (A) the Company and its subsidiaries own, possess or have the right to use, or can acquire the right to use on reasonable terms, all patents, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”). Except ) necessary to carry on the business now operated by them and as currently proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (iB) there are no third parties who have or, to the knowledge of the Company and the Operating PartnershipCompany, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the all Intellectual Property which the Registration Statement and the Prospectus disclose is owned by or exclusively licensed to the Company or the Operating Partnership and for licenses for or other rights to use its subsidiaries (such Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the CompanyProperty, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any “Company Intellectual Property; ”) has been duly and properly filed and maintained, is free and clear of liens or security interests, and is in full force and effect, valid, subsisting and enforceable, (iiiC) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others any third party challenging the Company’s and the Operating Partnership’s rights in validity, ownership, registrability, enforceability or to scope of any Company Intellectual Property, Property and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim, (D) no third party, to the knowledge of the Company, is infringing, misappropriating or otherwise violating any Company Intellectual Property and there is no pending or threatened action, suit, proceeding or claim; claim by the Company or any of its subsidiaries against a third party regarding the foregoing, (ivE) (1) neither the Company nor any of its subsidiaries has received any written notice of nor, to the knowledge of the Company, has engaged in, any infringement, misappropriation or other violation of any Intellectual Property of any third party, (2) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging regarding the validity or scope subject matter of any Intellectual Propertythe foregoing, and (3) the Company and the Operating Partnership its subsidiaries are unaware of any facts which could would form a reasonable basis for any such claim; , (vF) there to the knowledge of the Company, the parties prosecuting patent applications within the Company Intellectual Property have complied with their duty of candor and disclosure to the USPTO or foreign patent offices, as applicable, in connection with such applications and the Company is no pending ornot aware of any facts required to be disclosed to the USPTO or foreign patent offices that were not disclosed and which would preclude the grant of a patent in connection with any such patent application or could form the basis of a finding of invalidity or unenforceability with respect to any patents that have issued with respect to such patent applications, (G) each person who is or was an employee or contractor of the Company or any of its subsidiaries and who is or was involved in the creation or development of any Company Intellectual Property for or on behalf of the Company has executed a valid agreement containing an assignment or exclusive license to the Company or any of its subsidiaries of such person’s rights in and to such Company Intellectual Property, (H) the Company has taken reasonable steps in accordance with standard industry practice to maintain and protect the confidentiality of the trade secrets and other confidential Intellectual Property used in connection with the business of the Company and its subsidiaries and, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the confidential Intellectual Property owned by or licensed to the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been compromised or disclosed to the U.S. Patent or accessed by any third party except pursuant to nondisclosure and Trademark Officeconfidentiality agreements.

Possession of Intellectual Property. Except as described in the Registration Statement and the ProspectusGeneral Disclose Package, the CompanyCompany and its subsidiaries and, to the Operating Partnership knowledge of the Company and except as disclosed in the Merger Agreement Disclosures, Target and its subsidiaries own or possess a Subsidiaryvalid right to use (in either case, as applicablefree of any liens, owns, charges and encumbrances) or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property and the Prospectus as being owned similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or licensed by them or which are necessary for material to the conduct of their respective businesses as currently conductedthe business now conducted or proposed in the General Disclosure Package to be conducted by them, except where and the failure to own, license or have expected expiration of any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement General Disclosure Package or, with respect to Target and its subsidiaries, the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, Merger Agreement Disclosures (i) there are no rights of third parties who have to own or use any of the Intellectual Property Rights owned by the Company or its subsidiaries or, to the knowledge of the Company and Company, Target or its subsidiaries; (ii) there is no infringement, misappropriation, breach, default or other violation, or the Operating Partnership, will be able to establish rights to occurrence of any Intellectual Property, except for event that with notice or the ownership rights passage of time would constitute any of the owners foregoing, by any third parties of any of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights of the Company or its subsidiaries or, to the Operating Partnership and for licenses for knowledge of the Company, Target or other rights its subsidiaries, and, to use the Company’s knowledge, the Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none Rights of the Company, the Operating Partnership or any Target and each of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Propertytheir subsidiaries are valid and enforceable; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries or, to the knowledge of the Company’s and the Operating Partnership’s rights , Target or any of its subsidiaries in or to any to, or the violation of their Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claimProperty Rights; (iv) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, and Property Rights of the Company or its subsidiaries or, to the knowledge of the Company, Target and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claimits subsidiaries; (v) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others that the Company and or any of its subsidiaries or, to the Operating Partnership infringes knowledge of the Company, Target or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by or licensed to the Company or its subsidiaries or, to the Operating Partnershipknowledge of the Company, Target or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries or Target or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or Target or any of its subsidiaries in violation of the rights of any persons; and (vii) none the Company and its subsidiaries and, to the knowledge of the Company, Target and its subsidiaries have taken reasonable measures to protect the Operating Partnership or any confidentiality of trade secrets and other confidential and proprietary information, and, to the Subsidiaries is aware knowledge of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that there has not been disclosed any disclosure of any trade secrets or other confidential and proprietary information that has resulted, or is likely to result, in the U.S. Patent loss of trade secret or other rights in and Trademark Officeto such information; except in each case covered by clauses (i) – (vii) such as would not, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. Except The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to carry on the business as described now operated by them, and as proposed to be operated in the future, as disclosed in the Registration Statement and the Prospectus (collectively, “Intellectual Property”). To the Company’s knowledge, except as disclosed in the Registration Statement and the Prospectus, the Companyconduct of the Company and its subsidiaries’ respective businesses does not and will not infringe any issued patents or misappropriate any trade secrets of third parties. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Operating Partnership or Company is unaware of any facts which would form a Subsidiary, as applicable, ownsreasonable basis for any such adjudication. Neither the Company nor any of its subsidiaries has received any notice of any claim, or is otherwise aware, of any patent infringement or trade secret misappropriation. Neither the Company nor any of its subsidiaries has obtained valid and enforceable licenses forreceived any notice of any claim, or other rights is otherwise aware, of any facts or circumstances which would render any Intellectual Property of the Company invalid or inadequate to use, protect the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in interest of the Registration Statement and Company or any of its subsidiaries therein. To the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, Company’s knowledge: (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership customary reversionary rights of the owners of the third-party licensors with respect to Intellectual Property which that is disclosed in the Registration Statement and or the Prospectus disclose is as owned by or licensed to the Company or the Operating Partnership its subsidiaries; and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any Intellectual Property; (iii) there . There is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others others: challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual PropertyProperty of the Company, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or. Except as would not reasonably be expected, individually or in the aggregate, to the knowledge of have a material Adverse Effect, the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere its subsidiaries have complied with the issued or pending claims terms of any of the each agreement pursuant to which Intellectual Property owned by or has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect. To the Operating PartnershipCompany’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and (Y) to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and (vii) in all foreign offices having similar requirements, all such requirements have been complied with. To the Company’s knowledge, none of the Company, Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Operating Partnership Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the Subsidiaries is aware rights of any prior art that may render any patent application owned persons. The product candidates described in the Registration Statement or the Prospectus as under development by the CompanyCompany or its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Operating Partnership Company or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeits subsidiaries.

Possession of Intellectual Property. Except as The Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement and the ProspectusStatement, the Company, the Operating Partnership General Disclosure Package or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are that is necessary for the conduct of their respective businesses as currently conducted or as proposed to be conducted, except where as described in the failure Registration Statement, the General Disclosure Package and the Prospectus; neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to own, license any Intellectual Property or have such rights of any facts or circumstances which would notrender any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein that might be reasonably expected, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described to result in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) ; there are no third parties who have or, to the knowledge of the Company and the Operating PartnershipCompany, will be able to establish rights to any Intellectual PropertyProperty of the Company or any of its subsidiaries, except for for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Propertyits subsidiaries; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violates, any Intellectual Property of others, and the Company and the Operating Partnership are 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 and its subsidiaries have complied with the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope terms of each agreement pursuant to which any Intellectual PropertyProperty has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for right to terminate any such claimagreement; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the such Intellectual Property owned by or licensed to of the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of its subsidiaries or that challenges the Subsidiaries is aware validity, enforceability or scope of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the such Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty.

Possession of Intellectual Property. Except as described in the Registration Statement and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries own, have a license to, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary to the conduct of their businesses as now conducted or as proposed in the General Disclosure Package to be conducted by them. Except as disclosed in the General Disclosure Package, the Registration Statement and the Final Prospectus: (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or its subsidiaries (other rights to use than Intellectual Property which is Rights licensed to or granted by the Company on a non-exclusive basis; to its collaboration partners and licensees); (ii) none of to the Company’s knowledge, there is no material infringement, misappropriation or other violation, or the Operating Partnership occurrence of any event that with notice or the passage of time would constitute any of the Subsidiaries has received written notice of foregoing, by any infringement by third parties of any of the Intellectual Property; Property Rights of the Company or its subsidiaries; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any subsidiary’s rights in or to any its Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; ; (iv) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Intellectual Property, and Property Rights of the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; or its subsidiaries; (v) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others any third party that the Company and the Operating Partnership infringes or any subsidiary infringes, misappropriates or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; third party; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by the Company or licensed its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation that is binding on the Company or its subsidiaries; (vii) the Company and its subsidiaries take reasonable measures to maintain and protect the Intellectual Property Rights necessary or material to the conduct of their businesses as now conducted or as proposed in the General Disclosure Package to be conducted by them, including trade secrets contained therein, including by requiring all employees, officers and consultants of and to the Company and its subsidiaries to sign agreements or otherwise agree to keep proprietary information of the Company and its subsidiaries in confidence and not to use it except on behalf of the Company, and requiring all third parties having access to material Intellectual Property Rights to sign confidentiality and non-use agreements or otherwise agree in writing to adequately maintain the confidentiality and not to use such Intellectual Property Rights; and (viii) the Company and its subsidiaries have at all times complied in all material respects with applicable laws pertaining to data privacy, except in each case covered by clauses (i)—(vi) and (viii) such as would not, if determined adversely to the Company or its subsidiaries, as applicable, individually or in the Operating Partnership; and (vii) none of the Companyaggregate, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Possession of Intellectual Property. Except as The Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all material patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement and the ProspectusStatement, the Company, the Operating Partnership General Disclosure Package or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are that is necessary for the conduct of their respective businesses as currently conducted, except where the failure as proposed to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except be conducted and as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as ; neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would not reasonably be expected render any Intellectual Property invalid or inadequate to have a Material Adverse Effect, (i) protect the interests of the Company or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company and the Operating PartnershipCompany, will be able to establish rights to any Intellectual PropertyProperty of the Company or any of its subsidiaries, except for for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any infringement by third parties of any Intellectual Propertyits subsidiaries; (iii) there is no pending or, to the knowledge of the Company and the Operating PartnershipCompany, threatened action, suit, proceeding or claim by others challenging the Company’s and the Operating Partnershipor any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company and the Operating Partnership are 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 and its subsidiaries have complied with the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope terms of each agreement pursuant to which any Intellectual PropertyProperty has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for right to terminate any such claimagreement; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company and the Operating Partnership are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the such Intellectual Property owned by or licensed to of the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of its subsidiaries or that challenges the Subsidiaries is aware validity, enforceability or scope of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the such Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty.

Possession of Intellectual Property. Except as described in the Registration Statement The Company and the Prospectus, the Company, the Operating Partnership its Subsidiaries own or a Subsidiary, as applicable, ownspossess, or has obtained valid and enforceable licenses forcan acquire on reasonable terms, or other rights to use, the inventionsadequate patents, patent applicationsrights, patentslicenses, trademarks (both registered and unregistered), trade namesinventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or confidential information, systems or procedures), trademarks, service marks, trade names and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect other intellectual property (collectively, “Intellectual Property”). Except ) necessary to carry on the business now operated by them and as described currently proposed to be conducted as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of (i) any infringement of or conflict with asserted rights of others with respect to any intellectual property or (ii) any facts or circumstances which would not reasonably be expected render any Intellectual Property invalid or inadequate to have protect the interest of the Company or any of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect, . To the Company’s knowledge: (i) there are no third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership customary reversionary rights of the owners of the third-party licensors with respect to Intellectual Property which that is disclosed in the Registration Statement most recent Preliminary Prospectus and the Prospectus disclose is as licensed to the Company or the Operating Partnership its Subsidiaries; and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, the Operating Partnership or any of the Subsidiaries has received written notice of any there is no infringement by third parties of any Intellectual Property; (iii) there . There is no pending or, to the knowledge of the Company and the Operating PartnershipCompany’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s and the Operating Partnership’s rights in or to any Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivB) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Intellectual Property, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, threatened action, suit, proceeding or claim by others claim; or (C) asserting that the Company and the Operating Partnership infringes or any of its Subsidiaries infringes, misappropriates or otherwise violates violates, or would, upon the commercialization of any patentproduct or service described in the most recent Prospectus as under development, trademarkinfringe, copyrightmisappropriate or otherwise violate, trade secret or other proprietary any intellectual property rights of others, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vi) there is no patent or patent application that contains claims that interfere . The Company and its Subsidiaries have complied with the issued or pending claims terms of any of the each agreement pursuant to which Intellectual Property owned by or has been licensed to the Company or the Operating Partnership; its Subsidiaries, and (vii) none of all such agreements are in full force and effect. To the Company’s knowledge, the Operating Partnership or there are no material defects in any of the Subsidiaries is aware of any prior art that may render any patents or patent application owned by the Company, the Operating Partnership or any Subsidiary of applications included in the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty.

Possession of Intellectual Property. Except as described in To the Registration Statement and the ProspectusCompany’s knowledge, the CompanyCompany and its Subsidiaries own, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, possess (by license or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)right) or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other proprietary information described in the Registration Statement intellectual property, including registrations and the Prospectus as being owned applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or licensed by them or which are necessary for material to the conduct of their respective businesses as currently conductednow conducted or proposed in the General Disclosure Package to be conducted by them, except where and the failure to own, license or have expected expiration of any such rights Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”)Effect. Except as described disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, Final Prospectus (i) there are no rights of third parties who have or, to the knowledge of the Company and the Operating Partnership, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to Rights owned by the Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basisits Subsidiaries; (ii) none there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the Company, the Operating Partnership or passage of time would constitute any of the Subsidiaries has received written notice of any infringement foregoing by third parties of any of the Intellectual PropertyProperty Rights of the Company or its Subsidiaries; (iii) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others third parties challenging the Company’s and the Operating Partnershipor any of its Subsidiary’s rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others third parties challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which could would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company and the Operating Partnership, or threatened action, suit, proceeding or claim by others third parties that the Company and the Operating Partnership infringes or any of its Subsidiaries infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret valid Intellectual Property Rights or other proprietary rights of others, third parties and the Company and the Operating Partnership are is unaware of any facts other fact which could would form a reasonable basis for any such claim; and (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned Rights used by the Company or licensed its Subsidiaries in their respective businesses has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) through (vi) such as would not, if determined adversely to the Company or the Operating Partnership; and (vii) none of the Company, the Operating Partnership or any of its Subsidiaries, individually or in the Subsidiaries is aware of any prior art that may render any patent application owned by the Companyaggregate, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has not been disclosed reasonably be expected to the U.S. Patent and Trademark Officehave a Material Adverse Effect.