Common use of Title to Intellectual Property Clause in Contracts

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except as set forth in the SEC Documents, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Property.

Title to Intellectual Property. The Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or possess adequate have valid and enforceable rights to use all material the patents, patent applications, trademarks, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, trademark registrationsdomain names, service xxxx registrationsall goodwill associated with the foregoing, copyrights, licenses and licenses, inventions, trade secrets, software, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) intellectual property (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses in all material respects, as now conducted, and, to the knowledge of the Company’s business, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as set forth described in the SEC DocumentsRegistration Statement, Pricing Disclosure Package and the Prospectus, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiia) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others others, challenging the Company’s ownership or licensing any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (ivb) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others challenging others, that the validity Company or scope any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionclaim; (vc) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company infringes or otherwise violates any patentof its subsidiaries has a right to use, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; and (vid) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has taken all steps reasonably determined rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company to be necessary to perfect and its ownership subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and interest copyrights have been adjudged invalid or unenforceable in such Intellectual Propertywhole or in part.

Title to Intellectual Property. The Company and its subsidiaries own own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all material patentsuse, the inventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) information (collectively, the “Intellectual Property”) generally described in the SEC Documents (except Registration Statement, the Pricing Disclosure Package and the Prospectus as otherwise noted therein)being owned or licensed by them, which to the Company’s knowledge is all the Intellectual Property used in, or necessary for the conduct of the Company’s business. Except of, their respective businesses as set forth described in the SEC DocumentsRegistration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; and (i) to the Company’s knowledge, there are is no rights of infringement, misappropriation or violation by third parties to of any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights that would not result, individually or in the aggregate, in have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement pending or threatened action, suit, proceeding or claim by third parties others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not resultinfringement, individually misappropriation or in the aggregateviolation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property, in each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity, trademarkenforceability or scope of such Intellectual Property, service xxxx and copyright prosecutionin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suitdirectors or employees or otherwise in violation of the rights of any persons; (vi) to the Company’s knowledge, proceeding there are no third parties who have or claim will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as owned or exclusively licensed by others that the Company infringes or otherwise violates its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any patent, trademark, copyright, trade secret or other proprietary rights of others, and third parties; (vii) the Company is unaware not a party to or bound by any options, licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any reasonable basis for any such claimof the Intellectual Property that would a Material Adverse Effect on the Company; and (viix) to the Company has taken all steps reasonably determined Company’s knowledge, there is no prior art material to any patent or patent application owned or exclusively licensed by the Company that has not been disclosed to be necessary to perfect its ownership of the U.S. Patent and interest in such Intellectual PropertyTrademark Office that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possess adequate rights to use can acquire on reasonable terms, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property (as defined below) necessary for the conduct of the Company’s business. Except business as set forth now conducted or as described in the SEC DocumentsRegistration Statement and the Prospectus to be conducted, (i) except as such failure to the Company’s knowledgeown, there are no rights of third parties to any such Intellectual Property except through licensing possess, or cross-licensing agreements or where the exercise of acquire such rights would not resultresult in a Material Adverse Effect. Furthermore, individually (A) to the knowledge of the Company, there is no infringement, misappropriation or in the aggregateviolation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the Company’s knowledgerights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging others, for which the Company’s ownership Company has been served or licensing rights in or to any such Intellectual Property; (iv) there is no pending ornotified, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company 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 is unaware of any other fact which would form a reasonable basis for any such claim; and (viE) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined 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 actions undertaken by the Company to be necessary to perfect its ownership of and interest employee while employed with the Company, except as such violation would not result in such a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights possesses valid license to use all material patentsinventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrationsnames, copyrights, licenses and know-how (including trade secrets and other unpatented proprietary information described in the Registration Statement or unpatentable proprietary any Applicable Prospectus as being owned or confidential compoundslicensed by it or which is necessary for the conduct of, genesor material to, information, systems its businesses as currently conducted or proceduresas proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except as set forth in the SEC Documents, and (i) there are no third parties who have or, to the Company’s knowledge, there are no will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property except through licensing which the Registration Statement or cross-licensing agreements any Applicable Prospectus disclose is licensed to the Company or where the exercise any of such rights would not result, individually or in the aggregate, in a Material Adverse Effectits subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any facts which could form a reasonable basis for any such action, trademarksuit, service xxxx and copyright prosecutionproceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or any of its subsidiaries infringe or otherwise violates violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has taken all steps reasonably determined by been licensed to the Company or any subsidiary, and all such agreements that are material to be necessary the Company or any subsidiary are in full force and effect; (vii) to perfect its ownership the knowledge of and interest in such the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, licenses or possess adequate has other rights to use all material patents, patent applications, trademarks, trade and service marks, trade names, trademark registrations, and service xxxx registrations, trade names, copyrights, licenses and licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compoundsintellectual property that, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the knowledge of the Company’s knowledge , is all the Intellectual Property necessary for the conduct of the Company’s businessbusiness as now conducted (as described in the Time of Sale Prospectus, collectively, the “Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the SEC Documents, Time of Sale Prospectus (iexclusive of any supplement thereto) or except in each case as would not reasonably be expected to have a material adverse effect on the Company’s knowledge, : (a) there are no material rights of third parties to any such Company Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iib) to the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Company Intellectual Property; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (f) to the Company’s knowledge, and there is no U.S. patent which contains claims that dominate any Company Intellectual Property described in the Time of Sale Prospectus or that interferes under 35 U.S.C. §102(g) with the pending claims of any Company Intellectual Property; (g) to the Company’s knowledge, there is no prior art of which the Company is unaware of aware that would render any reasonable basis for any such claimU.S. patent held by the Company invalid which has not been disclosed to the U.S. Patent and Trademark Office (the “PTO”); and (vih) the Company has taken is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in connection with the Company Intellectual Property. To the Company’s knowledge, all steps reasonably determined patents and patent applications owned by the Company and filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company has complied with their duty of candor and disclosure to be necessary the PTO for the Company Patent Rights and, to perfect its ownership the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and interest in such Intellectual Propertydisclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) the Company and its subsidiaries own or possess adequate rights have a valid and enforceable license to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrationsdomain names and other source indicators, service xxxx registrationscopyrights and copyrightable works, copyrightsinventions, licenses and know-how (including how, trade secrets and other unpatented or unpatentable secrets, systems, procedures, proprietary or confidential compoundsinformation and all other worldwide intellectual property, genesindustrial property and proprietary rights (including all registrations and applications for registration of, informationand all goodwill associated with, systems or proceduresany of the foregoing, as applicable) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein)used in, which to the Company’s knowledge is all the Intellectual Property held for use in, or necessary for the conduct of the Company’s business. Except as set forth in the SEC Documents, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effecttheir respective businesses; (ii) to the knowledge of the Company’s knowledge, there is no infringement by third parties the Company and its subsidiaries have not infringed, misappropriated or otherwise violated any Intellectual Property right of any such person or entity, and neither the sale, use nor other exploitation of any of the discoveries, inventions, products, product candidates, services or processes of the Company or any of its subsidiaries that are referred to in the Registration Statement, the Pricing Disclosure Package or the Prospectus do or will infringe, misappropriate or otherwise violate any Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually right of any person or in the aggregate, in a Material Adverse Effectentity; (iii) there is no pending orpending, to or the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others any person or entity (A) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property rights of any person or entity or (B) challenging the Company’s ownership ownership, inventorship, validity, enforceability or licensing scope of, or any of the rights in of the Company or any of its subsidiaries in, any Intellectual Property owned by or licensed to the Company or any such Intellectual Propertyof its subsidiaries; (iv) there to the knowledge of the Company, none of the Intellectual Property owned by or licensed to the Company or any of its subsidiaries is no pending being infringed, misappropriated or otherwise violated by any person or entity; and (v) each agreement pursuant to which the Company or any of its subsidiaries obtains any license or other rights to any Intellectual Property is a valid and binding agreement of the Company and its subsidiaries and is in full force and effect, and none of the Company or any of its subsidiaries or, to the knowledge of the Company’s knowledge, threatened actionany other party thereto, suit, proceeding is in default or claim by others challenging the validity or scope breach under any terms of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending oragreement and, to the knowledge of the Company’s knowledge, threatened actionno event or circumstance has occurred that, suitwith notice or lapse of time or both, proceeding or claim by others that the Company infringes or otherwise violates would constitute any patent, trademark, copyright, trade secret or other proprietary rights event of others, and the Company is unaware of any reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Propertydefault thereunder.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all material patentson reasonable terms, the inventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets secrets, and other unpatented or and/or unpatentable proprietary or confidential compoundsinformation), genessoftware, informationdomain names and other intellectual property rights, systems or procedures) including registrations and applications for registration thereof (collectively, the “Intellectual Property”) generally described in the SEC Documents Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (except as otherwise noted thereinthe “Company Intellectual Property”), which ; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for for, the conduct of of, the Company’s business. Except and its subsidiaries’ respective businesses as set forth currently conducted or as proposed to be conducted and as described in the SEC DocumentsRegistration Statement, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where Pricing Disclosure Package and the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectProspectus; (ii) to the Company’s knowledge, there is no infringement pending or threatened action, suit, proceeding or claim by third parties others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any such product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that is necessary it believes could form a reasonable basis for any such claim; and material to the Company’s business as knowledge, 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, upon any of its officers, directors or employees, and the Company is not aware of any facts that it is presently being conducted except believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such infringement would violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not resultto use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, individually there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the aggregateRegistration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in a Material Adverse Effectwriting by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; (iv) none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Exclusive Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and (vi37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company has taken all steps reasonably determined believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to be necessary to perfect its ownership of the U.S. Patent and interest in such Intellectual PropertyTrademark Office.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own own, or possess adequate have valid, binding and enforceable licenses for, or other rights to use all material patentson reasonable terms, the patents and patent applications, copyrights, trademarks, service marks, trade names, trademark registrations, service marks, service xxxx registrations, copyrightstrade names, licenses service names and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) used in the conduct of, or necessary for the proposed conduct of, the respective businesses of the Company and its subsidiaries in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, the “Company Intellectual Property”) generally ); except as described in the SEC Documents (except as otherwise noted therein)Registration Statement, which the Pricing Disclosure Package and the Prospectus, to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except as set forth in , the SEC Documentspatents, (i) to trademarks, and copyrights included within the Company’s knowledge, there are no rights of third parties to any such Company Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not resultare valid, individually or in the aggregateenforceable, in a Material Adverse Effect; (ii) to the Company’s knowledgeand subsisting, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership validity, enforceability or licensing rights in or to scope of any such Company Intellectual Property, in each case which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company; other than as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ivi) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company 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 Registration Statement, trademarkthe Pricing Disclosure Package or the Prospectus, copyright, trade secret infringe or other proprietary otherwise misappropriate or violate any rights of othersothers with respect to any of the Company’s or any of its subsidiaries’ products, proposed products, processes and neither the Company nor any of its subsidiaries have received any notice of any such claim of infringement, misappropriation or violation; (ii) to the knowledge of the Company, neither the sale nor use of any of products, proposed products or processes of the Company or its subsidiaries referred to in the Registration Statement, the Pricing Disclosure Package or the Prospectus do or will, infringe, interfere or conflict with any right or valid patent claim of any third party in any material respect; (iii) to the knowledge of the Company, no third party has any ownership right in or to any Company Intellectual Property that is owned by the Company or any of its subsidiaries, and, to the knowledge of the Company, no third party has any ownership right in or to any Company Intellectual Property in any field of use that is exclusively licensed to the Company or any of its subsidiaries, other than any licensor to the Company or any of its subsidiaries of such Company Intellectual Property and (iv) to the knowledge of the Company, none of the technology employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or upon any of their respective officers, directors or employees, and the Company is unaware not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to a former employer any intellectual property, obligation to assign any Company Intellectual Property, or obligation not to use third party intellectual property or other proprietary rights on behalf of the Company or any of its subsidiaries. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all patents and patent applications owned by, and, to the knowledge of the Company, all patent and patent applications licensed to the Company or any of its subsidiaries or under which the Company or any of its subsidiaries have rights have been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) in connection with such applications; 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 claim; and (vi) application or could form the Company has taken all steps reasonably determined by the Company basis of a finding of invalidity with respect to be necessary any patents that have issued with respect to perfect its ownership of and interest in such Intellectual Propertyapplications.

Title to Intellectual Property. The To the knowledge of the Company, the Company and its subsidiaries own owns, possesses, or possess adequate rights has a valid license to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s businessbusiness as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and, to the knowledge of the Company, the conduct of the Company’s business does not and will not conflict in any material respect with any such rights of others. Except as set forth disclosed in the SEC Registration Statement, the Pricing Disclosure Package and the Prospectus (“Disclosure Documents”), (i) the Company has not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of others in connection with Company’s patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim, (ii) to the Company’s knowledge, knowledge there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third parties third-party licensors with respect to any such the Intellectual Property except through licensing or cross-licensing agreements or where as licensed to the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectCompany; (iiiii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the validity Company’s rights in or scope of to any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company infringes infringes, misappropriates, or otherwise violates violates, or would, upon the commercialization of any patentproduct or service described in the Disclosure Documents as under development, trademarkinfringe, copyrightmisappropriate, trade secret or other proprietary otherwise violate, any intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (v) the Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect; and (vi) to the Company has taken Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. In particular, all steps reasonably determined priority claims made in any United States patents and pending patent applications of the Intellectual Property are valid, and all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or pending patent applications of the Intellectual Property violate the Paris Convention Treaty. All United States patents and pending patent applications of the Intellectual Property claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the Disclosure Documents as under development by the Company to be necessary to perfect its ownership fall within the scope of and interest in such Intellectual Propertythe claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Title to Intellectual Property. The Company and its subsidiaries own owns or possess adequate rights to use possesses all material patentsinventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrationsnames, copyrights, licenses and know-how (including trade secrets and other unpatented proprietary information described in the Registration Statement or unpatentable proprietary any Applicable Prospectus as being owned or confidential compoundslicensed by it or which is necessary for the conduct of, genesor material to, information, systems its businesses as currently conducted or proceduresas proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except as set forth in the SEC Documents, and (i) there are no third parties who have or, to the Company’s knowledge, there are no will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property except through licensing which the Registration Statement or cross-licensing agreements or where any Applicable Prospectus disclose is licensed to the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectCompany; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any facts which could form a reasonable basis for any such action, trademarksuit, service xxxx and copyright prosecutionproceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates violates, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) the Company has taken complied in all steps reasonably determined by material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements that are material to the Company are in full force and effect; (vii) to be necessary to perfect its ownership the knowledge of and interest in such the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Except as disclosed in the SEC Documents, the Company and its subsidiaries own owns, possesses, licenses or possess adequate has other rights to use all material patents, patent applications, trademarks, trade and service marks, trade names, trademark and service mark registrations, service xxxx registrationstrade names, copyrights, licenses and licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compoundsintellectual property that, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the knowledge of the Company’s knowledge , is all the Intellectual Property necessary for the conduct of the Company’s businessbusiness as now conducted (as described in the SEC Documents, collectively, the “Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the SEC Documents, (i) Documents or except in each case as would not reasonably be expected to have a Material Adverse Effect on the Company’s knowledge, : (a) there are no material rights of third parties to any such Company Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iib) to the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Company Intellectual Property; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (f) to the Company’s knowledge, and there is no U.S. patent which contains claims that dominate any Company Intellectual Property described in the SEC Documents or that interferes under 35 U.S.C. §102(g) with the pending claims of any Company Intellectual Property; (g) to the Company’s knowledge, there is no prior art of which the Company is unaware of aware that would render any reasonable basis for any such claimU.S. patent held by the Company invalid which has not been disclosed to the U.S. Patent and Trademark Office (the “PTO”); and (vih) the Company has taken is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in connection with the Company Intellectual Property. Except as otherwise disclosed in the SEC Documents, to the Company’s knowledge, all steps reasonably determined patents and patent applications owned by the Company and filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company has complied with their duty of candor and disclosure to be necessary the PTO for the Company Patent Rights and, to perfect its ownership the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and interest in such Intellectual Propertydisclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possess adequate rights to use can acquire on reasonable terms, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property (as defined below) necessary for the conduct of the Company’s business. Except business as set forth now conducted or as described in the SEC DocumentsRegistration Statement and the Prospectus to be conducted, (i) except as such failure to the Company’s knowledgeown, there are no rights of third parties to any such Intellectual Property except through licensing possess, or cross-licensing agreements or where the exercise of acquire such rights would not resultresult in a Material Adverse Effect. Furthermore, individually (A) to the knowledge of the Company, there is no infringement, misappropriation or in the aggregateviolation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the Company’s knowledgerights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging others, for which the Company’s ownership Company has been served or licensing rights in or to any such Intellectual Property; (iv) there is no pending ornotified, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company 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 is unaware of any other fact which would form a reasonable basis for any such claim; and (viE) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined 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 actions undertaken by the Company to be necessary to perfect its ownership of and interest employee while employed with the Company, except as such violation would not result in such a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Except as disclosed in the SEC Documents, the Company and its subsidiaries own owns, possesses, licenses or possess adequate has other rights to use all material patents, patent applications, trademarks, trade and service marks, trade names, trademark registrations, and service xxxx registrations, trade names, copyrights, licenses and licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compoundsintellectual property that, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the knowledge of the Company’s knowledge , is all the Intellectual Property necessary for the conduct of the Company’s businessbusiness as now conducted (as described in the SEC Documents, collectively, the “Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the SEC Documents, (i) Documents or except in each case as would not reasonably be expected to have a Material Adverse Effect on the Company’s knowledge, : (a) there are no material rights of third parties to any such Company Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iib) to the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Company Intellectual Property; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (f) to the Company’s knowledge, and there is no U.S. patent which contains claims that dominate any Company Intellectual Property described in the SEC Documents or that interferes under 35 U.S.C. §102(g) with the pending claims of any Company Intellectual Property; (g) to the Company’s knowledge, there is no prior art of which the Company is unaware of aware that would render any reasonable basis for any such claimU.S. patent held by the Company invalid which has not been disclosed to the U.S. Patent and Trademark Office (the “PTO”); and (vih) the Company has taken is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in connection with the Company Intellectual Property. Except as otherwise disclosed in the SEC Documents, to the Company’s knowledge, all steps reasonably determined patents and patent applications owned by the Company and filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company has complied with their duty of candor and disclosure to be necessary the PTO for the Company Patent Rights and, to perfect its ownership the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and interest in such Intellectual Propertydisclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. The To the Company’s knowledge, the Company and its subsidiaries own own, possess or possess adequate have rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property (as defined below) reasonably necessary for the conduct of the Company’s businessbusiness of the Company as now conducted or to be conducted as described in the Pricing Disclosure Package and the Prospectus. The Company has not received and has no reason to believe that it will receive any notice of infringement or conflict with asserted Intellectual Property of others. Except as set forth in the SEC Documents, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not be reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect; Effect (iii) to the Company’s knowledge, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiiii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iviii) the Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patentand, trademarkexcept as described in the Pricing Disclosure Package and the Prospectus, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (viv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company 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 is unaware of any other facts which would form a reasonable basis for any such claim; and (viv) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the Company to be necessary to perfect its ownership of and interest in such employee while employed with the Company. The term “Intellectual Property” as used herein means all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property.

Title to Intellectual Property. The Except as disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries Controlled Entities own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrightsdomain names and other source indicators, licenses copyrights and copyrightable works, inventions, know-how (including how, trade secrets secrets, systems, procedures and other unpatented or unpatentable proprietary or confidential compoundsinformation and all other worldwide intellectual property, genes, information, systems or procedures) industrial property and proprietary rights (collectively, the “Intellectual Property”) generally described used in the SEC Documents conduct of their respective businesses as presently conducted, or as proposed to be conducted in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; (except as otherwise noted therein)ii) the Company and its Controlled Entities’ conduct of their respective businesses does not, which to the Company’s knowledge is all the knowledge, infringe, misappropriate or otherwise violate any Intellectual Property necessary for of any person; (iii) the conduct Company and its Controlled Entities have not received any written notice of the Company’s business. Except as set forth in the SEC Documents, any claim relating to Intellectual Property; (iiv) to the Company’s knowledge, there are no rights of third parties to any such the Intellectual Property except through licensing of the Company and its Controlled Entities is not being infringed, misappropriated or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effectotherwise violated by any person; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiiv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing any Controlled Entity’s rights in or to to, or the violation of any of the terms of, any of their Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such Intellectual Propertyclaim; (ivvi) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (vvii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (viviii) none of the Company has taken all steps reasonably determined Intellectual Property used by the Company or the Controlled 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, any of the Controlled Entities in violation of the rights of any persons, except in each case covered by clauses (i) through (vii) above such as would not, if determined adversely to be necessary to perfect its ownership the Company or any of and interest the Controlled Entities, individually or in such Intellectual Propertythe aggregate, have a Material Adverse Effect.

Title to Intellectual Property. The Company Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the knowledge of the Company, the Company, its subsidiaries and the Acquired Companies own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses copyrights and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or and confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to used by the Company’s knowledge is all , its subsidiaries or the Intellectual Property Acquired Companies in, and necessary for the conduct of of, their respective businesses as currently conducted and as proposed to be conducted in the Company’s businessRegistration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to so own or have the right to use such Intellectual Property would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in the SEC DocumentsRegistration Statement, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where Pricing Disclosure Package and the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledgeProspectus, there is no infringement by third parties of any such the Company’s, its subsidiaries’ or, to the knowledge of the Company, the Acquired Companies’ Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not resultthere are no legal or governmental actions, individually suits, proceedings or in the aggregate, in a Material Adverse Effect; (iii) there is no claims pending or, to the knowledge of the Company’s knowledge, threatened actionthreatened, suitagainst the Company, proceeding any of its subsidiaries or claim by others any of the Acquired Companies (i) challenging the Company’s ownership or licensing ’s, any of its subsidiaries’ or, to the knowledge of the Company, any of the Acquired Companies’ rights in or to any such Intellectual Property; , (ivii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual PropertyProperty owned by the Company, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending any of its subsidiaries or, to the knowledge of the Company’s knowledge, threatened actionthe Acquired Companies, suit, proceeding or claim by others (iii) alleging that the Company operation of the Company’s, its subsidiaries’ or, to the knowledge of the Company, any of the Acquired Companies’ respective businesses as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of othersa third party, which infringement, invalidity, inadequacy or violation would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own owns or possess possesses adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and licenses, inventions, know-how and all other intellectual property rights (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property used in or necessary for the conduct of the Company’s businessbusiness as now, or as contemplated to be, conducted. Except as set forth in the SEC Documents, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effectagreements; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to which the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in Company can assert a Material Adverse Effectclaim of infringement; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionprosecution disclosed in the SEC Documents; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights Intellectual Property of others, and the Company is unaware of any reasonable basis for any such claim; and (vi) the Company has not been and will not be required to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company; (vii) the Company has taken all steps reasonably determined by the Company to be necessary required to perfect its ownership of and interest in such its Intellectual Property; and (viii) the Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate have valid, binding and enforceable licenses or other rights to use all material under the patents, patent applications, trademarkslicenses, service marks, trade names, trademark registrations, service xxxx registrationsinventions, copyrights, licenses and know-know how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) ), trademarks, service marks, trade names or other intellectual property described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or any other such intellectual property which, to the knowledge of the Company, is necessary for, or used in the conduct, or the proposed conduct, of the business of the Company and its subsidiaries in the manner described in the Registration Statement, the General Disclosure Package and the Final Prospectus (collectively, the “Intellectual Property”) generally described in ); the SEC Documents (except as otherwise noted therein)patents, which to the Company’s knowledge is all trademarks, and copyrights, if any, included within the Intellectual Property necessary for are valid, enforceable, and subsisting; other than as disclosed in the conduct Registration Statement, the General Disclosure Package and the Final Prospectus, (A) the Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company’s business. Except as set forth in the SEC Documentsdevices, processes or Intellectual Property, (iC) to the knowledge of the Company’s knowledge, there are no rights neither the sale nor use of third parties any of the discoveries, inventions, devices or processes of the Company referred to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregateRegistration Statement, in a Material Adverse Effect; the General Disclosure Package or the Final Prospectus do or will, infringe, misappropriate or violate any right or valid patent claim of any third party, and (iiD) to the knowledge of the Company’s knowledge, there is no infringement by third parties of party has any such ownership right in or to any Intellectual Property that is necessary and material to owned by the Company’s business as it , other than any co-owner of any patent constituting Intellectual Property who is presently being conducted except where listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such infringement would not resultpatent application, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending orand, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging knowledge of the Company’s , no third party has any ownership or licensing rights right in or to any such Intellectual Property; (iv) there Property in any field of use that is no pending or, exclusively licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, any licensor to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Property.

Title to Intellectual Property. The To the knowledge of the Company, the Company and its subsidiaries own owns, possesses, or possess adequate rights has a valid license to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s businessbusiness as currently conducted and as proposed to be conducted according to the Prospectus Supplement (collectively, “Intellectual Property”), and, to the knowledge of the Company, the conduct of the Company’s business does not and will not conflict in any material respect with any such rights of others. Except as set forth disclosed in the SEC Prospectus Supplement (“Disclosure Documents”), (i) the Company has not received any written notice of any claim of misappropriation or conflict with any intellectual property rights of others in connection with Company’s patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim, (ii) to the Company’s knowledge, knowledge there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third parties third-party licensors with respect to any such the Intellectual Property except through licensing or cross-licensing agreements or where as licensed to the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectCompany; (iiiii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the validity Company’s rights in or scope of to any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company infringes infringes, misappropriates, or otherwise violates violates, or would, upon the commercialization of any patentproduct or service described in the Disclosure Documents as under development, trademarkinfringe, copyrightmisappropriate, trade secret or other proprietary otherwise violate, any intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (v) the Company has complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and to the Company’s knowledge all such agreements are in full force and effect; and (vi) to the Company has taken Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. In particular, all steps reasonably determined priority claims made in any United States patents and pending patent applications of the Intellectual Property are valid, and all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or pending patent applications of the Intellectual Property violate the Paris Convention Treaty. All United States patents and pending patent applications of the Intellectual Property claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the Disclosure Documents as under development by the Company to be necessary to perfect its ownership fall within the scope of and interest in such Intellectual Propertythe claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Title to Intellectual Property. The Company Partnership Entities own and its subsidiaries own possess or possess adequate rights have valid and enforceable licenses to use use, all material patents, patent rights, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrationslicenses, copyrights, licenses and inventions, know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) ), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, the “Intellectual Property”) generally that is described in the SEC Documents (except as otherwise noted therein)Registration Statement, which to any Permitted Free Writing Prospectus or the Company’s knowledge Prospectus or that is all the Intellectual Property necessary for the conduct of the Company’s business. Except their respective businesses as set forth currently conducted, as proposed to be conducted and as described in the SEC DocumentsRegistration Statement, (i) any Permitted Free Writing Prospectus and the Prospectus; 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 render any Intellectual Property invalid or inadequate to protect the Company’s knowledge, interests of the Partnership Entities therein; there are no third parties who have or, to the knowledge of the Partnership, will be able to establish rights to any Intellectual Property of the Partnership Entities, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property except through licensing or cross-licensing agreements or where which the exercise of such rights would not resultRegistration Statement, individually or in any Permitted Free Writing Prospectus and the aggregate, in a Material Adverse Effect; (ii) Prospectus disclose is licensed to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectPartnership Entities; (iii) there is no pending or, to the Company’s knowledgeknowledge of the Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing Partnership Entities’ rights in or to any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patentor asserting that any of the Partnership Entities infringes or otherwise violates, trademarkor would, upon the commercialization of any product or service xxxx described in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectus, infringe or violate, any Intellectual Property of others, and copyright prosecution; (v) there the Partnership is no pending or, to the Company’s knowledge, threatened unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim by others that claim; the Company infringes or otherwise violates Partnership Entities have complied with the terms of each agreement pursuant to which any patentIntellectual Property has been licensed to the Partnership Entities, trademark, copyright, trade secret or other proprietary rights of othersall 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 right to terminate any such agreement; and there is unaware no patent or patent application that contains claims that interfere with the issued or pending claims of any reasonable basis for such Intellectual Property of the Partnership Entities or that challenges the validity, enforceability or scope of any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Property.

Title to Intellectual Property. The Company Partnership Entities own and its subsidiaries own possess or possess adequate rights have valid and enforceable licenses to use use, all material patents, patent rights, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrationslicenses, copyrights, licenses and inventions, know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) ), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, the “Intellectual Property”) generally that is described in the SEC Documents (except as otherwise noted therein)Registration Statement, which to any Permitted Free Writing Prospectus or the Company’s knowledge Prospectus or that is all the Intellectual Property necessary for the conduct of the Company’s business. Except their respective businesses as set forth currently conducted, as proposed to be conducted and as described in the SEC DocumentsRegistration Statement, (i) any Permitted Free Writing Prospectus and the Prospectus; 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 render any Intellectual Property invalid or inadequate to protect the Company’s knowledge, interests of the Partnership Entities therein; there are no third parties who have or, to the knowledge of the Partnership, will be able to establish rights to any Intellectual Property of the Partnership Entities, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property except through licensing or cross-licensing agreements or where which the exercise of such rights would not resultRegistration Statement, individually or in any Permitted Free Writing Prospectus and the aggregate, in a Material Adverse Effect; (ii) Prospectus disclose is licensed to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectPartnership Entities; (iii) there is no pending or, to the Company’s knowledgeknowledge of the Partnership, threatened action, suit, proceeding or claim that is material to the Partnership Entities taken as a whole, by others challenging the Company’s ownership or licensing Partnership Entities’ rights in or to any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patentor asserting that any of the Partnership Entities infringes or otherwise violates, trademarkor would, upon the commercialization of any product or service xxxx described in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectus, infringe or violate, any Intellectual Property of others, and copyright prosecution; (v) there the Partnership is no pending or, to the Company’s knowledge, threatened unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim by others that claim; the Company infringes or otherwise violates Partnership Entities have complied with the terms of each agreement pursuant to which any patentIntellectual Property has been licensed to the Partnership Entities, trademark, copyright, trade secret or other proprietary rights of othersall 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 right to terminate any such agreement; and there is unaware no patent or patent application that contains claims that interfere with the issued or pending claims of any reasonable basis for such Intellectual Property of the Partnership Entities or that challenges the validity, enforceability or scope of any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own or possess possess, or can acquire on commercially reasonable terms, adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectivelyand other technology and intellectual property rights, including the “Intellectual Property”) generally described in right to xxx for past, present and future infringement, misappropriation or dilution of any of the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property same used by them or necessary for the conduct of their respective businesses as currently conducted (the Company’s business“Company Intellectual Property”) and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, and the conduct of their respective businesses will not conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect. Except as set forth described in the SEC DocumentsRegistration Statement, the Pricing Disclosure Package and the Prospectus, (i) to the Company’s knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual Property, except for (A) the retained rights of third parties to any such the owners of Company Intellectual Property except through licensing which is licensed to the Company or cross-licensing agreements or where its subsidiaries and (B) the exercise rights of such rights would not result, individually or customers to use Company Intellectual Property in the aggregateordinary course, in a Material Adverse Effect; consistent with past practice, (ii) there is no pending, or to the Company’s knowledge, there is no infringement threatened action, suit, proceeding or claim by third parties of any such Intellectual Property that is necessary and material to others challenging the Company’s business as it is presently being conducted except where such infringement would not result, individually rights or any of its subsidiaries’ rights in the aggregate, in a Material Adverse Effector to any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership validity, enforceability or licensing rights in or to scope of any such Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that the validity Company or scope any of its subsidiaries infringes or misappropriates any such Intellectual Property, intellectual property or other than ordinary patent, trademark, service xxxx and copyright prosecutionproprietary rights of others; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding there is no patent or claim by others patent application that contains claims that interfere with the Company infringes issued or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware pending claims of any reasonable basis for any such claimCompany Intellectual Property; and (vi) to the Company’s knowledge, no Company Intellectual Property has taken all steps reasonably determined been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons, except, in the case of each of (i) through (vi) above, where the outcome of which would not be expected to be material in light of all relevant facts and circumstances to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries have taken reasonable steps necessary to perfect secure interests in the Company Intellectual Property developed by their employees, consultants, agents and contractors in the course of their service to the Company. There are no outstanding options, licenses or binding agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its ownership subsidiaries that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or binding agreements with respect to the intellectual property of any other person or entity that are required to be set forth in the Registration Statement and interest the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries, and no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries. The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Intellectual PropertyOpen Source Materials, except where the failure to comply would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. Neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (i) the Company or any of its subsidiaries to permit reverse engineering of any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributed at no charge, except, in the case of each of (i) and (ii) above, such as would not reasonably be expected to be material to the Company and its subsidiaries taken as a whole.

Title to Intellectual Property. The Company and its subsidiaries each own or possess adequate rights the right to use all material patents, patent applicationsrights, trademarks, service marks, trade names, trademark registrations, service xxxx registrationsmarks and service names (including all goodwill associated with use of the same), copyrights, licenses and license rights, inventions, know-how (including trade secrets and other unpatented or and unpatentable proprietary or confidential compounds, genes, information, systems or procedures) and other technology and intellectual property rights, including the right to xxx for past, present and future infringement, misappropriation or dilution of any of the same (collectively, the “Intellectual Property”) generally described used by them in the SEC Documents conduct of their business as conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (except as otherwise noted therein“Company Intellectual Property”), which ; provided that the foregoing representation is made only to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s businessas it concerns third party patent rights and trademark rights. Except as set forth described in the SEC DocumentsRegistration Statement, the Pricing Disclosure Package and the Prospectus, (i) to the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property, except for the retained rights of third parties to any such the owners of Company Intellectual Property except through licensing which is licensed to the Company or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effectits subsidiaries; (ii) there is no pending, or to the Company’s knowledge, there is no infringement threatened action, suit, proceeding or claim by third parties of any such Intellectual Property that is necessary and material to others challenging the Company’s business as it rights or any of its subsidiaries’ rights in or to any Company Intellectual Property, and neither the Company nor any of its subsidiaries is presently being conducted except where aware of any facts which could form a reasonable basis for any such infringement would not resultaction, individually suit, proceeding or in the aggregate, in a Material Adverse Effectclaim; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership validity, enforceability or licensing rights in or to scope of any Company Intellectual Property, and neither the Company nor any of its subsidiaries is aware of any facts which could form a reasonable basis for any such Intellectual Propertyaction, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes or otherwise violates misappropriates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, and neither the Company nor any of its subsidiaries is unaware aware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any Company Intellectual Property; and (vi) to the Company’s knowledge, no Company Intellectual Property has taken all steps reasonably determined been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Company Intellectual Property from their employees, consultants, agents and contractors. There are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be necessary described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to perfect or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Company Intellectual Property that is owned or purported to be owned by the Company or any of its ownership subsidiaries, and no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries. The Company and interest its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Intellectual PropertyOpen Source Materials. Neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (i) the Company or any of its subsidiaries to permit reverse-engineering of any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge.

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally that is used in the conduct of their business (as now conducted and as proposed to be conducted in the Time of Sale Information) and except where the failure to own, license or possess such rights would not, individually or in the aggregate, have a Material Adverse Effect; and to the knowledge of the Company, without having conducted any special investigation or patent search, the conduct of their respective businesses (as now conducted and as proposed to be conducted in the Time of Sale Information) does not conflict in any material respect with any such rights of others. The Company and its subsidiary have not received any written notice of any claim of infringement or conflict with any intellectual property of others. Except as described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct Time of the Company’s business. Except as set forth in the SEC DocumentsSale Information, (i) to the Company’s knowledge, without having conducted any special investigation or patent search, there are no third parties who have or will be able to establish rights to any Intellectual Property of the Company, except for the retained rights of third parties to any such the owners of the Intellectual Property which is licensed to the Company and except through licensing or cross-licensing agreements or where to the exercise of such rights would extent not resultreasonably expected, individually or in the aggregate, in to have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not resultpending, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; , (iviii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (viv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates misappropriates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and others (v) the Company is unaware of any facts which could form a reasonable basis for any such claim; action, suit, proceeding or claim as described in items (ii), (iii) and (iv), except to the extent not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, and (vi) to the Company has taken all steps reasonably determined by Company’s knowledge, without having conducted any special investigation or patent search, there is no patent or patent application that contains claims that interfere, as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208 with the Company to be necessary to perfect its ownership issued or pending claims of and interest in such any of the Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all material patentsuse, the inventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) information (collectively, the “Intellectual Property”) generally described in the SEC Documents (except Registration Statement, the Pricing Disclosure Package and the Prospectus as otherwise noted therein)being owned or licensed by them, which to the Company’s knowledge is all the Intellectual Property used in, or necessary for the conduct of the Company’s business. Except of, their respective businesses as set forth described in the SEC DocumentsRegistration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; and (i) to the Company’s knowledge, there are is no rights of infringement, misappropriation or violation by third parties to of any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights that would not result, individually or in the aggregate, in have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement pending or threatened action, suit, proceeding or claim by third parties others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not resultinfringement, individually misappropriation or in the aggregateviolation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property, in each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity, trademarkenforceability or scope of such Intellectual Property, service xxxx and copyright prosecutionin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suitdirectors or employees or otherwise in violation of the rights of any persons; (vi) to the Company’s knowledge, proceeding there are no third parties who have or claim will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as owned or exclusively licensed by others that the Company infringes or otherwise violates its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any patent, trademark, copyright, trade secret or other proprietary rights of others, and third parties ; (vii) the Company is unaware not a party to or bound by any options, licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any reasonable basis for any such claimof the Intellectual Property that would a Material Adverse Effect on the Company; and (viix) to the Company has taken all steps reasonably determined Company’s knowledge, there is no prior art material to any patent or patent application owned or exclusively licensed by the Company that has not been disclosed to be necessary to perfect its ownership of the U.S. Patent and interest in such Intellectual PropertyTrademark Office that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own own, possess, license or possess adequate have other rights to use all material patents, patent applications, trademarks, trade and service marks, trade names, trademark registrations, and service xxxx registrations, trade names, copyrights, licenses and licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) intellectual property (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as now conducted or as proposed in each of the Company’s businessRegistration Statement, the Pricing Disclosure Package and the Prospectus to be conducted except where the failure to own or possess or otherwise be able to acquire such Intellectual Property would not, singly or in the aggregate, result in a Material Adverse Effect. Except as set forth in each of the SEC DocumentsRegistration Statement, the Pricing Disclosure Package and the Prospectus, (i) to the Company’s knowledge, there are no rights knowledge of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property that is necessary and material Property; (ii) to the knowledge of the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights any of its subsidiaries in or to any such Intellectual Property; (iviii) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (viv) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (v) to the knowledge of the Company, there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Intellectual Property described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by or licensed to the Company is unaware or any of any reasonable basis for its subsidiaries or that interferes with the issued or pending claims or any such claimIntellectual Property; and (vi) there is no prior art of which the Company has taken all steps reasonably determined is aware that may render any U.S. patent held by the Company or any of its subsidiaries invalid or any U.S. patent application held by the Company or any of its subsidiaries unpatentable which has not been disclosed to be necessary to perfect its ownership the U.S. Patent and Trademark Office, except for the foregoing items set forth in clauses (i) through (vi) of and interest this subparagraph, which would not, individually or in such Intellectual Propertythe aggregate, result in a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possess adequate rights to use can acquire on reasonable terms, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except business as set forth now conducted or as described in the SEC DocumentsRegistration Statement and the Prospectus to be conducted, (i) except as such failure to the Company’s knowledgeown, there are no rights of third parties to any such Intellectual Property except through licensing possess, or cross-licensing agreements or where the exercise of acquire such rights would not resultresult in a Material Adverse Effect. Furthermore, individually (A) to the knowledge of the Company, there is no infringement, misappropriation or in the aggregateviolation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the Company’s knowledgerights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging others, for which the Company’s ownership Company has been served or licensing rights in or to any such Intellectual Property; (iv) there is no pending ornotified, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company 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 is unaware of any other fact which would form a reasonable basis for any such claim; and (viE) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined 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 actions undertaken by the Company to be necessary to perfect its ownership of and interest employee while employed with the Company, except as such violation would not result in such a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own own, possess, are licensed to use or possess adequate have other sufficient legal rights to use all material patents, patent applications, trademarks, trade and service marks, trade names, trademark registrations, and service xxxx registrations, trade names, copyrights, licenses and licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) intellectual property (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as presently conducted and as described in the Company’s businessRegistration Statement, the Time of Sale Information and the Prospectus. Except as set forth as disclosed in the SEC Documentsin the Registration Statement, the Time of Sale Information and the Prospectus, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where owned by the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectCompany and its subsidiaries; (ii) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property that is necessary owned by the Company and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effectits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; and (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own subsidiary own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all material patentsuse, the patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrationsnames, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally information described in the SEC Documents (except Registration Statement, the Pricing Disclosure Package and the Prospectus as otherwise noted therein), being owned or licensed by them or which to the Company’s knowledge is all the Intellectual Property are necessary for the conduct of their respective businesses as currently conducted or, to the knowledge of the Company’s business. Except , as set forth proposed to be conducted (with respect to the commercialization of products and product candidates described in the SEC DocumentsRegistration Statement, (i) to the Company’s knowledgePricing Disclosure Package and the Prospectus), there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of failure to own, license or have such rights would not resultnot, individually or in the aggregate, in have a Material Adverse EffectEffect (collectively, “Intellectual Property”); (i) to the knowledge of the Company, there are no third parties who have or will be able to establish rights to any Intellectual Property, except for, and to the extent of, the ownership rights of the owners (or their licensees) of the Intellectual Property which the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus disclose is licensed (or sublicensed) to the Company or to which the Company has been granted other rights; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iii) 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 ownership or licensing rights in or to any such Intellectual Property, and the Company is unaware of any reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any reasonable basis for any such action, trademarksuit, service xxxx and copyright prosecutionproceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party that the Company or any subsidiary infringes or otherwise violates violates, or would, upon the commercialization of any product or product candidate described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersany third party, and the Company is unaware of any reasonable basis for any such action, suit, proceeding or claim; and (vi) the Company and its subsidiary have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has taken all steps reasonably determined by been licensed to the Company or any subsidiary, and all such agreements are in full force and effect; (vii) to be necessary to perfect its ownership the Company’s knowledge, there is no patent or patent application that contains claims that interfere in any material respect with the issued or pending claims of and interest in such any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; (viii) to the Company’s knowledge, there is no prior art that may render any material claim in any U.S. patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office as required; and (ix) the product and product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fall within the scope of the pending claims in one or more patents owned by, or patent applications filed by or licensed to, the Company or its subsidiary.

Title to Intellectual Property. The To the Company’s knowledge, each of the Company and its subsidiaries own Parties owns, possesses, licenses or possess adequate has other rights to use or otherwise receive the benefit of all material foreign and domestic patents, patent applications, trademarks, trade and service marks, trade names, trademark and service mark registrations, service xxxx registrationstrade names, copyrights, licenses and licenses, know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as conducted and proposed to be conducted as described in the Company’s businessRegistration Statement and the Prospectus, except to the extent the failure to own, possess, license or have other rights to use or otherwise receive the benefit of such rights does not have a Material Adverse Effect. The Company Parties have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which would reasonably be expected to result in a Material Adverse Effect. Except as set forth disclosed in the SEC DocumentsRegistration Statement and the Prospectus, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing owned, possessed, licensed or cross-licensing agreements or where otherwise held by the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectCompany Parties; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, inquiry, proceeding or claim brought by others challenging the Companyany Company Party’s ownership or licensing rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, inquiry, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, inquiry, proceeding or claim brought by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, inquiry, proceeding or claim brought by others that the any Company infringes Party has infringed, misappropriated or otherwise violates violated any patent, trademark, copyright, trade secret or other proprietary rights of others or would, upon further development or commercialization of any product, product candidate or service described in the Registration Statement and the Prospectus as under development, infringe, misappropriate or violate, any intellectual property of others, and the Company is unaware of any reasonable facts that would form a basis for any such claim; and (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement and Prospectus as being owned by or licensed to the Company; (vii) there is no prior act or public or commercial activity of which the Company is aware that would reasonably be expected to render any patent included in the Intellectual Property invalid or that would preclude the issuance of any patent on any patent application included in the Intellectual Property which has not been disclosed to the U.S. Patent and Trademark Office or the relevant foreign patent authority, as the case may be; (viii) to the Company’s knowledge, the Company has not committed any act or omitted to undertake any act the effect of such commission or omission would reasonably be expected to result in a legal determination that any item of Intellectual Property thereby was rendered invalid or unenforceable in whole or in part; (ix) to the Company’s knowledge, the issued patents included in the Intellectual Property are valid and enforceable and the Company is unaware of any facts that would preclude the issuance of a valid and enforceable patent on any pending patent application included in the Intellectual Property; (x) the use or composition of the product candidates described in the Registration Statement and the Prospectus as under development by the Company fall within the scope of one or more claims of the patents or patent applications included in the Intellectual Property; (xi) the Company has taken all reasonable steps reasonably determined necessary to secure the interests of the Company in the Intellectual Property purported to be owned by the Company to be necessary to perfect its ownership of and interest from any employees, consultants, agents or contractors that developed (in whole or in part) such Intellectual Property; (xii) the Company Parties have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to such Company Party, and all such agreements are in full force and effect and, (xiii) to the Company’s knowledge, regarding the Intellectual Property, no employee of a Company Party 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 Party or actions undertaken by the employee while employed with the Company Party, except, in the case of any of clauses (i)-(xiii) above, for any such rights of or infringement by third parties or any such pending or threatened suit, action, proceeding or claim, or any non-compliance, act, event, occurrence, or fact as would not, individually or in the aggregate, result in a Material Adverse Effect.

Title to Intellectual Property. The Company owns, or possesses valid and its subsidiaries own or possess adequate enforceable licensed rights to use use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, licenses works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except its business as set forth in the SEC Documentscurrently conducted and as proposed to be conducted (collectively, (i) “Intellectual Property”), and, to the Company’s knowledge, there are no the conduct of its business does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of third parties 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 the Company is unaware of any facts which would form a reasonable basis for any such Intellectual Property except through licensing adjudication. The Company has not received any notice of any claim of infringement, misappropriation with any intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such notice or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to claim. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the SEC Reports as owned by or licensed to the Company; and (ii) there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (C) asserting that the Company infringes infringes, misappropriates, or otherwise violates violates, or would, upon the commercialization of any patentproduct or service described in the SEC Reports as under development, trademarkinfringe, copyrightmisappropriate, trade secret or other proprietary otherwise violate, any intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; . The Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and (vi) all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company has taken all reasonable steps reasonably determined 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 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. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company to be necessary to perfect has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its ownership officers, directors or employees or otherwise in violation of and interest in such Intellectual Propertythe rights of any persons.

Title to Intellectual Property. The Company and its subsidiaries own owns or possess possesses adequate rights to use all material inventions, patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrationsdomain names, copyrights, licenses and licenses, technology, know-how (including how, trade secrets and other unpatented or unpatentable intellectual property and proprietary or confidential compounds, genes, information, systems or proceduresprocedures (including all goodwill associated with, and all registrations and applications for registration of, the foregoing) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein)used or held for use in, which to the Company’s knowledge is all the Intellectual Property necessary for or material to the conduct of the Company’s business. Except their respective businesses as set forth currently conducted and as proposed in the SEC DocumentsRegistration Statement, (i) the Pricing Disclosure Package and the Prospectus to be conducted, and the conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property of others in any material respect, and to the Company’s knowledge, there are no rights the future conduct of third parties their respective businesses as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, will not infringe, misappropriate or otherwise violate any such valid Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights others in any material respect. Except as would not resultnot, individually or in the aggregate, in if determined adversely to the Company, reasonably be expected to have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually pending or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (i) challenging the Company’s ownership or licensing rights in or to any such of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company has infringed, to misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property of the Company’s knowledge, threatened and in the case of each of (i) and (ii), the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by others challenging the validity Company is valid and enforceable, is owned solely by the Company, is owned free and clear of all liens, encumbrances, defects and other restrictions, except for certain limited restrictions under the Loan and Security Agreement, dated as of March 21, 2014, among the Company, Oxford Finance LLC and Silicon Valley Bank or scope conditions in the Asset Purchase and License Agreement, dated as of December 27, 2010, between the Company and Alkermes, Inc., and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company. The Company has 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 is contingent upon maintaining the confidentiality thereof. All founders, current and former employees, contractors, consultants and other parties involved in the development of material Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; or (vii) there is no pending or, has obtained a valid right to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in exploit such Intellectual Property, sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possess adequate rights to use can acquire on reasonable terms, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except business as set forth now conducted or as described in the SEC DocumentsRegistration Statement, (i) the Pricing Disclosure Package and the Prospectus to the Company’s knowledgebe conducted, there are no rights of third parties except as such failure to any such Intellectual Property except through licensing own, possess, or cross-licensing agreements or where the exercise of acquire such rights would not result, individually or in the aggregate, result in a Material Adverse Effect; . Furthermore, (iiA) to the knowledge of the Company’s knowledge, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property that is necessary and material to the Company’s business Property, except as it is presently being conducted except where such infringement infringement, misappropriation or violation would not result, individually or in the aggregate, result in a Material Adverse Effect; Effect; (iiiB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the Company’s knowledgerights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging others, for which the Company’s ownership Company has been served or licensing rights in or to any such Intellectual Property; (iv) there is no pending ornotified, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; the Company is unaware of any facts which would form a reasonable basis for any such claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company 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 is unaware of any other fact which would form a reasonable basis for any such claim; claim; and (viE) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined 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 actions undertaken by the Company to be necessary to perfect its ownership of and interest employee while employed with the Company, except as such violation would not result in such a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses or possess adequate can acquire on commercially reasonable terms rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property (as defined below) necessary for the conduct of the Company’s business. Except business of the Company as set forth described in the SEC DocumentsTime of Sale Information and the Prospectus as now conducted, and, except as disclosed in the Time of Sale Information and the Prospectus: (i) to the knowledge of the Company’s knowledge, there are is no rights of infringement, misappropriation or violation by third parties to of any such Intellectual Property Property, except through licensing or cross-licensing agreements or where the exercise of as such rights as would not result, individually or in the aggregate, in reasonably be expected to have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights of the Company in or to any such Intellectual Property, except as such as would not have a Material Adverse Effect and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iviii) the Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company have not been adjudged invalid or unenforceable, in whole or in part, and, except as such as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (viv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes infringes, misappropriates or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of othersothers in any material respect, and the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim; and (viv) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined by the Company to be necessary to perfect its ownership ever been in violation of and interest in such Intellectual Property.any term of any

Title to Intellectual Property. The Company and its subsidiaries own Subsidiaries own, possess, license or possess adequate have other rights to use all material foreign and domestic patents, patent applications, trademarks, trade and service marks, trade names, trademark registrations, and service xxxx registrations, trade names, copyrights, licenses and licenses, inventions, trade secrets, technology, Internet domain names, know-how (including trade secrets and other unpatented intellectual property, necessary for the conduct of the Company’s businesses as now conducted or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) as proposed in the Prospectus to be conducted (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except as set forth in the SEC DocumentsProspectus, (ia) to the Company’s knowledgeCompany has not received written notice, there are and has no knowledge of, any rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iib) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing and its Subsidiaries’ rights in or to any such Intellectual Property; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (f) to the Company’s knowledge, and there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application which constitutes the Company is unaware of any reasonable basis for any such claimIntellectual Property described in the Prospectus; and (vig) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such the Intellectual Property, in each of clauses (a)-(g) except for such infringement, conflict or action which would not, singularly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all material patentsuse, the inventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) information (collectively, the “Intellectual Property”) generally described in the SEC Documents (except Registration Statement, the Pricing Disclosure Package and the Prospectus as otherwise noted therein)being owned or licensed by them, which to the Company’s knowledge is all the Intellectual Property used in, or necessary for the conduct of the Company’s business. Except of, their respective businesses as set forth described in the SEC DocumentsRegistration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; and (i) to the Company’s knowledge, there are is no rights of infringement, misappropriation or violation by third parties to of any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights that would not result, individually or in the aggregate, in have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement pending or threatened action, suit, proceeding or claim by third parties others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not resultinfringement, individually misappropriation or in the aggregateviolation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property, in each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity, trademarkenforceability or scope of such Intellectual Property, service xxxx and copyright prosecutionin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suitdirectors or employees or otherwise in violation of the rights of any persons; (vi) to the Company’s knowledge, proceeding there are no third parties who have or claim will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus owned or exclusively licensed by others that the Company infringes or otherwise violates its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any patent, trademark, copyright, trade secret or other proprietary rights of others, and third parties ; (vii) the Company is unaware not a party to or bound by any options, licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any reasonable basis for any such claimof the Intellectual Property that would a Material Adverse Effect on the Company; and (viix) to the Company has taken all steps reasonably determined Company’s knowledge, there is no prior art material to any patent or patent application owned or exclusively licensed by the Company that has not been disclosed to be necessary to perfect its ownership of the U.S. Patent and interest in such Intellectual PropertyTrademark Office that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses; and the Company’s businessconduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement or conflict with any such rights of others. Except as set forth described in the SEC DocumentsRegistration Statement, Time of Sale Information and the Prospectus, (i) to the Company’s knowledge, knowledge there are no third parties who have or will be able to establish rights to any Intellectual Property that is material to the Company, except for the retained rights of third parties to any such the owners of the Intellectual Property except through licensing or cross-licensing agreements or where which is licensed to the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectCompany; (ii) there is no pending, or to the Company’s knowledge, there is no infringement threatened action, suit, proceeding or claim by third parties of any such Intellectual Property that is necessary and material to others challenging the Company’s business as it rights in or to any Intellectual Property, and the Company is presently being conducted except where unaware of any facts which could form a reasonable basis for any such infringement would not resultaction, individually suit, proceeding or in the aggregate, in a Material Adverse Effectclaim; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership validity, enforceability or licensing rights in or to scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionclaim; (viv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates misappropriates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, others and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and (viv) to the Company has taken all steps reasonably determined by Company’s knowledge, there is no patent or patent application that contains claims that interfere with the Company to be necessary to perfect its ownership issued or pending claims of and interest in such any of the Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, trade names, trademark registrations, service xxxx registrations, Internet domain name registrations, copyrights, licenses copyright registrations and know-how trade secret rights (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual PropertyProperty Rights”), or have the valid right to use any in-licensed rights related to any of the foregoing (“Intellectual Property Assets”) generally that are, to the knowledge of the Company, necessary to conduct their respective businesses as currently conducted, and as presently proposed to be conducted and described in the SEC Documents (except as Registration Statement, Pricing Disclosure Package and Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise noted therein)violate, any valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Registration Statement, Pricing Disclosure Package and Prospectus are, to the knowledge of the Company, valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or, to its knowledge, 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 to any Intellectual Property license to which the Company is a party. Except as described in the Registration Statement, Pricing Disclosure Package and Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure, confidentiality and/or non-competition agreements between the Company and its employees, consultants and contractors. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s knowledge is all right to own, use, or hold for use any of the Intellectual Property necessary Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has taken all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and which relate to the Company’s business. Except as set forth in the SEC Documents, (i) to All Intellectual Property Rights developed by the Company’s knowledgeand/or its subsidiaries’ employees were duly assigned to the Company and all founders and key employees have signed confidentiality and invention and intellectual property rights assignment agreements with the Company, there are no rights of third parties pursuant to any such which the Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary Rights assignments were and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Propertyare made.

Title to Intellectual Property. The Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus the Company and its subsidiaries own owns or possess possesses adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally used for the conduct of its business now conducted as described in the SEC Documents (Registration Statement, the Pricing Disclosure Package or the Prospectus; and, except as otherwise noted therein)described in the Registration Statement, which Pricing Disclosure Package and the Prospectus, to the knowledge of the Company’s knowledge is all the Intellectual Property necessary for , the conduct of the Company’s businessbusiness will not conflict in any material respect with any such rights of others and the Company has not received any notice of any claim of infringement or conflict with any such rights of others. Except as set forth described in the SEC DocumentsRegistration Statement, Pricing Disclosure Package and the Prospectus, or except as would not have a Material Adverse Effect (i) to the Company’s knowledge, knowledge there are no third parties who have or will be able to establish rights to any Intellectual Property, except for (x) the retained rights of third parties to any such the owners of the Intellectual Property except through licensing or cross-licensing agreements or where which is licensed to the exercise of such rights would not result, individually or Company and (y) licenses granted by the Company in the aggregateordinary course of business, in a Material Adverse Effect; (ii) there is no pending, or to the Company’s knowledge, there is no infringement threatened action, suit, proceeding or claim by third parties of any such Intellectual Property that is necessary and material to others challenging the Company’s business as it rights in or to, or asserting the violation of the terms of, any Intellectual Property, and the Company is presently being conducted except where unaware of any facts which could form a reasonable basis for any such infringement would not resultaction, individually suit, proceeding or in the aggregate, in a Material Adverse Effectclaim; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership validity, enforceability or licensing rights in or to scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such Intellectual Propertyaction, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that the validity Company infringes, misappropriates, breaches, defaults or scope of otherwise violates or conflicts with any such Intellectual Property, other than ordinary material patent, trademark, trade name, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademarkname, copyright, trade secret or other proprietary rights of others, others and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) to the Company’s knowledge, there is no 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 a third party of any Intellectual Property; and (vi) to the Company has taken all steps reasonably determined Company’s knowledge, none of the Intellectual Property used by the Company which is necessary to the conduct of its business as now conducted or proposed in the Registration Statement, the Pricing Disclosure Package or the Prospectus to be necessary to perfect its ownership conducted by it has been obtained or is being used by the Company in violation of and interest in such Intellectual Propertyany contractual obligation binding on the Company.

Title to Intellectual Property. The To the knowledge of the Company, the Company and its subsidiaries own own, or possess adequate valid and enforceable licensed rights to use use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and, to the knowledge of the Company’s business. Except as set forth , the conduct of their respective businesses does not and will not conflict in the SEC Documents, (i) to the Company’s knowledge, there are no any material respect with any such rights of third parties others. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another in connection with its patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, result in a Material Adverse Effect; (ii) to , and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Disclosure Documents”) as licensed to the Company or its subsidiaries; and (ii) there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (C) asserting that the Company infringes or its subsidiaries infringe, misappropriate, or otherwise violates violate, or would, upon the commercialization of any patentproduct or service described in the Disclosure Documents as under development, trademarkinfringe, copyrightmisappropriate, trade secret or other proprietary otherwise violate, any intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; . The Company and (vi) its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company has taken or its subsidiaries, and all steps reasonably determined such agreements are in full force and effect, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. In particular, all priority claims made in any United States patents and pending patent applications of the Intellectual Property are valid, and all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or pending patent applications of the Intellectual Property violate the Paris Convention Treaty. All United States patents and pending patent applications of the Intellectual Property claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the Disclosure Documents as under development by the Company to be necessary to perfect or its ownership subsidiaries fall within the scope of and interest in such Intellectual Propertythe claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries.

Title to Intellectual Property. The Company and its subsidiaries own own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all material patentsuse, the inventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) information (collectively, the “Intellectual Property”) generally described in the SEC Documents (except Registration Statement, the Time of Sale Information and the Prospectus as otherwise noted therein)being owned or licensed by them, which to the Company’s knowledge is all the Intellectual Property used in, or necessary for the conduct of the Company’s business. Except of, their respective businesses as set forth described in the SEC DocumentsRegistration Statement, the Time of Sale Information and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; and (i) to the Company’s knowledge, there are is no rights of infringement, misappropriation or violation by third parties to of any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights that would not result, individually or in the aggregate, in have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement pending or threatened action, suit, proceeding or claim by third parties others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not resultinfringement, individually misappropriation or in the aggregateviolation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property, in each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity, trademarkenforceability or scope of such Intellectual Property, service xxxx and copyright prosecutionin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suitdirectors or employees or otherwise in violation of the rights of any persons; (vi) to the Company’s knowledge, proceeding there are no third parties who have or claim will be able to establish rights to any Intellectual Property described in the Registration Statement, the Time of Sale Information and the Prospectus as owned or exclusively licensed by others that the Company infringes or otherwise violates its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any patent, trademark, copyright, trade secret or other proprietary rights of others, and third parties; (vii) the Company is unaware not a party to or bound by any options, licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Time of Sale Information and the Prospectus, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any reasonable basis for any such claimof the Intellectual Property that would a Material Adverse Effect on the Company; and (viix) to the Company has taken all steps reasonably determined Company’s knowledge, there is no prior art material to any patent or patent application owned or exclusively licensed by the Company that has not been disclosed to be necessary to perfect its ownership of the U.S. Patent and interest in such Intellectual PropertyTrademark Office that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possess adequate rights to use can acquire on reasonable terms, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except business as set forth now conducted or as described in the SEC DocumentsDisclosure Package and Final Memorandum to be conducted, (i) except as such failure to the Company’s knowledgeown, there are no rights of third parties to any such Intellectual Property except through licensing possess, or cross-licensing agreements or where the exercise of acquire such rights would not resultresult in a Material Adverse Effect. Furthermore, individually (A) to the knowledge of the Company, there is no infringement, misappropriation or in the aggregateviolation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the Company’s knowledgerights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging others, for which the Company’s ownership Company has been served or licensing rights in or to any such Intellectual Property; (iv) there is no pending ornotified, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company 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 is unaware of any other fact which would form a reasonable basis for any such claim; and (viE) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined by the Company to be necessary to perfect its ownership ever been in violation of and interest in such Intellectual Property.any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive

Title to Intellectual Property. The To the knowledge of the Company, the Company and its subsidiaries own own, or possess adequate valid and enforceable licensed rights to use use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and, to the knowledge of the Company’s business. Except as set forth , the conduct of their respective businesses does not and will not conflict in the SEC Documents, (i) to the Company’s knowledge, there are no any material respect with any such rights of third parties others. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another in connection with its patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, result in a Material Adverse Effect; (ii) to , and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Disclosure Documents”) as licensed to the Company or its subsidiaries; and (ii) there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (C) asserting that the Company infringes or its subsidiaries infringe, misappropriate, or otherwise violates violate, or would, upon the commercialization of any patentproduct or service described in the Disclosure Documents as under development, trademarkinfringe, copyrightmisappropriate, trade secret or other proprietary otherwise violate, any intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; . The Company and (vi) its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company has taken or its subsidiaries, and all steps reasonably determined such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. In particular, all priority claims made in any United States patents and pending patent applications of the Intellectual Property are valid, and all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or pending patent applications of the Intellectual Property violate the Paris Convention Treaty. All United States patents and pending patent applications of the Intellectual Property claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the Disclosure Documents as under development by the Company to be necessary to perfect or its ownership subsidiaries fall within the scope of and interest in such Intellectual Propertythe claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries.

Title to Intellectual Property. The Except as disclosed in the Prospectus, the Company and its subsidiaries own owns, possesses, licenses or possess adequate has other rights to use all material patents, patent applications, trademarks, trade and service marks, trade names, trademark registrations, and service xxxx registrations, trade names, copyrights, licenses and licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compoundsintellectual property that, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the knowledge of the Company’s knowledge , is all the Intellectual Property necessary for the conduct of the Company’s businessbusiness as now conducted (as described in the Prospectus, collectively, the “Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the SEC Documents, Prospectus (iexclusive of any supplement thereto) or except in each case as would not reasonably be expected to have a material adverse effect on the Company’s knowledge, : (a) there are no material rights of third parties to any such Company Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iib) to the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Company Intellectual Property; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (f) to the Company’s knowledge, and there is no U.S. patent which contains claims that dominate any Company Intellectual Property described in the Prospectus or that interferes under 35 U.S.C. §102(g) with the pending claims of any Company Intellectual Property; (g) to the Company’s knowledge, there is no prior art of which the Company is unaware of aware that would render any reasonable basis for any such claimU.S. patent held by the Company invalid which has not been disclosed to the U.S. Patent and Trademark Office (the “PTO”); and (vih) the Company has taken is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in connection with the Company Intellectual Property. To the Company’s knowledge, all steps reasonably determined patents and patent applications owned by the Company and filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company has complied with their duty of candor and disclosure to be necessary the PTO for the Company Patent Rights and, to perfect its ownership the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and interest in such Intellectual Propertydisclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. The Except as described in the Registration Statement and the Prospectus, (i) the Company and its subsidiaries own own, or possess adequate valid and enforceable licensed rights to use use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, licenses works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted in the Registration Statement and the Prospectus (collectively, “Company Intellectual Property”), (ii) the Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and, to the knowledge of the Company’s business. Except as set forth in the SEC Documents, (i) to the Company’s knowledge, there are no acts which would form a reasonable basis for any such adjudication and (iii) the Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such notice or claim. To the knowledge of the Company: (i) there are no third parties who have rights to any material Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to such material Company Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or that is disclosed in the aggregate, in a Material Adverse EffectRegistration Statement and the Prospectus as owned by or licensed to the Company or one or more of its subsidiaries; and (ii) to the Company’s knowledge, there is no infringement by third parties of any such Company Intellectual Property that is necessary and material to the Company’s business Property. Except as it is presently being conducted except where such infringement would not result, individually or described in the aggregateRegistration Statement and the Prospectus, in a Material Adverse Effect; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company: (A) challenging the Company’s ownership Company or licensing any of its subsidiaries’ rights in or to any such Company Intellectual Property; (ivB) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Company Intellectual Property; or (C) 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 and the Prospectus as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which material intellectual property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the knowledge of the Company, there are no material defects in any of the patents or patent applications included in the Company Intellectual Property. To the knowledge of the Company, the patents included in the Company Intellectual Property are subsisting and have not lapsed and the patent applications in the Company Intellectual Property are subsisting and have not been abandoned. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard the Company Intellectual Property, other than ordinary patentincluding the execution of appropriate nondisclosure agreements, trademarkconfidentiality agreements and invention assignment agreements and invention assignments with their employees, service xxxx and copyright prosecution; (v) there is no pending orand, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has been in violation of any reasonable 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 for any of such claimviolation relates to such employee’s employment with the Company. To the knowledge of the Company, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company owned United States patents and patent applications included in the Company Intellectual Property have been complied with; and (vi) in all foreign offices having similar requirements, to the knowledge of the Company, all such requirements have been complied with for the Company owned foreign patents and patent applications included in the Company Intellectual Property. To the knowledge of the Company, none of the Company Intellectual Property has taken all steps reasonably determined been obtained or is being used by the Company to be necessary to perfect or its ownership subsidiaries in violation of any material contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees. The product candidates described in the Registration Statement and interest in such Intellectual Propertythe Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Title to Intellectual Property. The Except as disclosed in the SEC Reports, the Company and its subsidiaries own own, or possess adequate valid and enforceable licensed rights to use use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, licenses works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as currently conducted and as proposed in the Company’s businessSEC Reports to be conducted (collectively, “Intellectual Property”). The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. Except as set forth disclosed in the SEC DocumentsReports, (i) to the Company’s knowledge, Knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third parties third-party licensors with respect to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or that is disclosed in the aggregate, in a Material Adverse EffectSEC Reports as owned by or licensed to the Company or its subsidiaries; and (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business Property. Except as it is presently being conducted except where such infringement would not result, individually or disclosed in the aggregateSEC Reports, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (C) asserting that the Company infringes or its subsidiaries infringe, misappropriate, or otherwise violates violate, or would, upon the commercialization of any patentproduct or service described in the SEC Reports as under development, trademarkinfringe, copyrightmisappropriate, trade secret or other proprietary otherwise violate, any intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect. To the Company’s Knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The patents and patent applications included in the Intellectual Property are subsisting and have not lapsed and the patent applications in the Intellectual Property are subsisting and have not been abandoned. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including having a policy to execute appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s Knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s Knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company-owned United States patents and patent applications included in the Intellectual Property have been complied with; and (vi) in all foreign offices having similar requirements, all such requirements have been complied with for the Company has taken all steps reasonably determined Company-owned foreign patents and patent applications included in the Intellectual Property. To the Company’s Knowledge, none of the Company-owned Intellectual Property employed by the Company to be necessary to perfect or its ownership subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of and interest any material contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees. The product candidates described in such Intellectual Propertythe SEC Reports as under development by the Company 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 Company or its subsidiaries.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses or possess adequate can acquire on commercially reasonable terms rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property (as defined below) necessary for the conduct of the Company’s business. Except business of the Company as set forth described in the SEC DocumentsTime of Sale Information and the Prospectus as now conducted, and, except as disclosed in the Time of Sale Information and the Prospectus: (i) to the knowledge of the Company’s knowledge, there are is no rights of infringement, misappropriation or violation by third parties to of any such Intellectual Property Property, except through licensing or cross-licensing agreements or where the exercise of as such rights as would not result, individually or in the aggregate, in reasonably be expected to have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights of the Company in or to any such Intellectual Property, except as such as would not have a Material Adverse Effect and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iviii) the Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company have not been adjudged invalid or unenforceable, in whole or in part, and, except as such as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (viv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes infringes, misappropriates or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of othersothers in any material respect, and the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim; and (viv) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined 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 actions undertaken by the Company to be necessary to perfect its ownership of and interest in employee while employed with the Company, except for any such violation which would not have a Material Adverse Effect. The term “Intellectual Property” as used herein means all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries the Group Entities own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and licenses, inventions, know-how and other intellectual property (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as currently conducted, and the Company’s business. Except as set forth conduct of their respective businesses will not conflict in the SEC Documents, any material respect with any such rights of others; and (i) to the Company’s knowledge, there are no rights knowledge of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiiii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights the Group Entities in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property; (iviii) none of the Intellectual Property licensed to the Company and the Group Entities has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity or scope of such Intellectual Property; (viv) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company infringes or the Group Entities 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 is unaware of any facts which it believes would form a reasonable basis for a successful claim of such infringement, misappropriation or violation; (v) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in material 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 claimviolation relates to such employee’s employment with the Company or the Group Entities, or actions undertaken by the employee while employed with the Company or the Group Entities; and (vi) to the knowledge of the Company, the Company has taken all steps reasonably determined by is not an assignee of nor is the Company a recipient of an obligation to be necessary to perfect assign each of the Company’s rights in its ownership of patents and interest in such Intellectual Propertypatent applications.

Title to Intellectual Property. (i) The Company and its subsidiaries Subsidiaries own or possess adequate rights have a license to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrationsinventions, copyrights, licenses and know-know how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) ), trademarks, service marks and trade names (collectively, the “Intellectual PropertyProperty Rights”) generally described used in the SEC Documents (except as otherwise noted therein), which or reasonably necessary to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except as set forth in the SEC Documents, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effecttheir businesses; (ii) to the Company’s knowledge, there is no infringement by third parties of any such the Intellectual Property that is necessary Rights owned by the Company and material its Subsidiaries and the Intellectual Property Rights licensed to the Company’s business as it is presently being conducted except where such infringement would not resultCompany and its Subsidiaries, individually or in the aggregateare valid, in a Material Adverse Effect; (iii) subsisting and enforceable, and there is no pending or, to the Company’s knowledgeknowledge of the Company or any of its Subsidiaries, threatened action, suit, proceeding or claim by others challenging the Company’s ownership validity, scope or licensing rights in or to enforceability of any such Intellectual PropertyProperty 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, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; (iv) there is no pending or, to the Company’s knowledge, threatened actionno third party is infringing, suitmisappropriating or otherwise violating, proceeding or claim has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionCompany; (v) there is no pending or, to the Company’s knowledge, threatened actionthe Company’s or any of its Subsidiaries’ products do not infringe or have not infringed any Intellectual Property Rights of a third party; to the Company’s knowledge, suit, proceeding or claim by others that neither the Company infringes nor any of its Subsidiaries misappropriates or otherwise violates violates, or has misappropriated or otherwise violated, any patentIntellectual Property Rights of a third party; (vi) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or its Subsidiaries have executed or have an obligation to execute an invention assignment agreement whereby such employees or contractors presently assign all of their right, trademark, copyright, trade secret title and interest in and to such Intellectual Property Rights to the Company or other proprietary rights of othersthe applicable subsidiary, and to the Company is unaware of any reasonable basis for any Company’s knowledge no such claimagreement has been breached or violated; and (vivii) the Company has taken and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all steps reasonably determined by the Company information intended to be necessary to perfect its ownership of and interest in such Intellectual Propertymaintained as a trade secret.

Title to Intellectual Property. The Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or possess adequate have valid and enforceable rights to use all material the patents, patent applications, trademarks, trade and service marks, trade and service xxxx registrations and applications, trade names, trademark registrationsdomain names, service xxxx registrationsall goodwill associated with the foregoing, copyrights, licenses and licenses, inventions, trade secrets, software, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) intellectual property (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses in all material respects, as now conducted, and, to the knowledge of the Company’s business, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as set forth described in the SEC DocumentsRegistration Statement, Pricing Disclosure Package and the Prospectus, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiia) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others others, challenging the Company’s ownership or licensing any of its subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (ivb) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others challenging others, that the validity Company or scope any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any other material fact which would form a reasonable basis for any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionclaim; (vc) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company infringes or otherwise violates any patentof its subsidiaries has a right to use, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any such claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; and (vid) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has taken all steps reasonably determined rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (f) the granted or issued patents, trademarks, and copyrights owned by the Company to be necessary to perfect and its ownership subsidiaries have been duly maintained and are in full force and in effect, and none of such patents, trademarks and interest copyrights have been adjudged invalid or unenforceable in such Intellectual Propertywhole or in part.

Title to Intellectual Property. The Company and its subsidiaries own owns or possess possesses adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property used in or necessary for the conduct of the Company’s current business. Except as set forth in the SEC Documents, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effectagreements; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property granted patents that is are necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effectconducted; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx mxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any reasonable basis for any such claim; (vi) the Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company; and (vivii) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possess adequate rights to use can acquire on reasonable terms, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except business as set forth now conducted or as described in the SEC DocumentsRegistration Statement, (i) the Pricing Disclosure Package and the Prospectus to the Company’s knowledgebe conducted, there are no rights of third parties except as such failure to any such Intellectual Property except through licensing own, possess, or cross-licensing agreements or where the exercise of acquire such rights would not resultresult in a Material Adverse Effect. Furthermore, individually (A) to the knowledge of the Company, there is no infringement, misappropriation or in the aggregateviolation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the Company’s knowledgerights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging others, for which the Company’s ownership Company has been served or licensing rights in or to any such Intellectual Property; (iv) there is no pending ornotified, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company 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 is unaware of any other fact which would form a reasonable basis for any such claim; and (viE) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined 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 actions undertaken by the Company to be necessary to perfect its ownership of and interest employee while employed with the Company, except as such violation would not result in such a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all material patentsuse, the inventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) information (collectively, the “Intellectual Property”) generally described in the SEC Documents (except Registration Statements, the Pricing Disclosure Package and the Prospectuses as otherwise noted therein)being owned or licensed by them, which to the Company’s knowledge is all the Intellectual Property used in, or necessary for the conduct of the Company’s business. Except of, their respective businesses as set forth described in the SEC DocumentsRegistration Statements, the Pricing Disclosure Package and the Prospectuses, except as would not reasonably be expected to have a Material Adverse Effect; and (i) to the Company’s knowledge, there are is no rights of infringement, misappropriation or violation by third parties to of any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights that would not result, individually or in the aggregate, in have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement pending or threatened action, suit, proceeding or claim by third parties others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not resultinfringement, individually misappropriation or in the aggregateviolation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property, in each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity, trademarkenforceability or scope of such Intellectual Property, service xxxx and copyright prosecutionin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suitdirectors or employees or otherwise in violation of the rights of any persons; (vi) to the Company’s knowledge, proceeding there are no third parties who have or claim will be able to establish rights to any Intellectual Property described in the Registration Statements, the Pricing Disclosure Package and the Prospectuses as owned or exclusively licensed by others that the Company infringes or otherwise violates its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any patent, trademark, copyright, trade secret or other proprietary rights of others, and third parties ; (vii) the Company is unaware not a party to or bound by any options, licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statements, the Pricing Disclosure Package and the Prospectuses, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any reasonable basis for any such claimof the Intellectual Property that would a Material Adverse Effect on the Company; and (viix) to the Company has taken all steps reasonably determined Company’s knowledge, there is no prior art material to any patent or patent application owned or exclusively licensed by the Company that has not been disclosed to be necessary to perfect its ownership of the U.S. Patent and interest in such Intellectual PropertyTrademark Office that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possess adequate rights to use can acquire on reasonable terms, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except business as set forth now conducted or as described in the SEC DocumentsRegistration Statement, (i) the Pricing Disclosure Package and the Prospectus to the Company’s knowledgebe conducted, there are no rights of third parties except as such failure to any such Intellectual Property except through licensing own, possess, or cross-licensing agreements or where the exercise of acquire such rights would not resultresult in a Material Adverse Effect. Furthermore, individually (A) to the knowledge of the Company, there is no infringement, misappropriation or in the aggregateviolation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the Company’s knowledgerights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging others, for which the Company’s ownership Company has been served or licensing rights in or to any such Intellectual Property; (iv) there is no pending ornotified, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company 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 is unaware of any other fact which would form a reasonable basis for any such claim; and (viE) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined 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 actions undertaken by the Company to be necessary to perfect its ownership of and interest employee while employed with the Company, except as such violation would not result in such a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries each own or possess or can obtain on reasonable terms adequate rights to use all material patents, patent applicationsrights, trademarks, service marks, trade names, trademark registrations, service xxxx registrationsmarks and service names (including all goodwill associated with use of the same), copyrights, licenses and license rights, inventions, know-how (including trade secrets and other unpatented or and unpatentable proprietary or confidential compounds, genes, information, systems or procedures) and other technology and intellectual property rights (collectively, the “Intellectual Property”) generally described that are used by them or necessary to be used by them in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except their business as set forth conducted and as proposed to be conducted in the SEC DocumentsRegistration Statement, the Pricing Disclosure Package and the Prospectus (i“Company Intellectual Property”) and, to the Company’s knowledge, the conduct of their respective businesses does not infringe or otherwise conflict in any material respect with any such rights of others. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no rights of third parties who have or will be able to establish an ownership interest in any such material Company Intellectual Property except through licensing owned or cross-licensing agreements purported to be owned by the Company or where the exercise any of such rights would not result, individually or in the aggregate, in a Material Adverse Effectits subsidiaries; (ii) there is no pending, or to the Company’s knowledge, there is no infringement threatened action, suit, proceeding or claim by third parties of any such Intellectual Property that is necessary and material to others challenging the Company’s business as it is presently being conducted except where rights or any of its subsidiaries’ rights in or to any material Company Intellectual Property, and no such infringement action, suit, proceeding or claim reasonably would not result, individually be expected to be brought or in asserted against the aggregate, in a Material Adverse EffectCompany or any of its subsidiaries based on facts of which the Company has knowledge; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership validity, enforceability or licensing rights in or to scope of any such Company Intellectual Property, and no action, suit, proceeding or claim reasonably would be expected to be brought or asserted against the Company or any of its subsidiaries based on facts of which the Company has knowledge; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes or otherwise violates misappropriates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, and no such action, suit, proceeding or claim reasonably would be expected to be brought or asserted against the Company based on facts of which the Company has knowledge; (v) to the Company’s knowledge, there is unaware no patent or patent application that contains claims that interfere with the claims of any reasonable basis for any such claimissued patent owned by the Company that is material to the business of the Company and its subsidiaries; and (vi) to the Company’s knowledge, no material Company Intellectual Property has taken all steps reasonably determined been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons. The Company and its subsidiaries have taken reasonable steps to secure interests in the Company Intellectual Property developed by employees or developed for the Company or any of its subsidiaries by consultants or contractors. There are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be necessary described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to perfect or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described therein in all material respects. No governmental agency or body, university, college, other educational institution or research center has any ownership claim in or to any material Company Intellectual Property that is owned or purported to be owned by the Company or any of its ownership subsidiaries. The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open Source Materials except where the non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of and interest its subsidiaries has distributed any Open Source Materials in a manner that requires or has required under the terms of any license applicable to such Intellectual PropertyOpen Source Materials any proprietary products or services of the Company or any of its subsidiaries, or any proprietary software code owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge except where any such distribution of Open Source Materials would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. The (i) To the Company’s knowledge, the Company and its subsidiaries Subsidiaries own or possess adequate rights have a valid license to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrationsinventions, copyrights, licenses and know-know how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) ), trademarks, service marks and trade names (collectively, the “Intellectual PropertyProperty Rights”) generally (a) described in the SEC Documents (except Registration Statement and the Prospectus Supplement as otherwise noted therein), which being owned by or licensed to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except as set forth in the SEC DocumentsCompany or its Subsidiaries, or (ib) to the Company’s knowledge, there used in or reasonably necessary to the conduct of their businesses; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company and its Subsidiaries, are free and clear of all liens, security interests, or encumbrances, and no Action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the Company’s rights of third parties in or to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectRights; (iiiii) to the Company’s knowledge, the issued patents described in the Registration Statement and the Prospectus Supplement as being owned by or licensed to the Company and its Subsidiaries, are valid, subsisting and enforceable, and there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened actionAction, suit, proceeding Proceeding or claim by others challenging the Company’s ownership validity, scope or licensing rights in or to enforceability of any such Intellectual PropertyProperty Rights; (iv) there is no pending orneither the Company nor any of its subsidiaries has received any written notice alleging any material infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, threatened actionno third party is infringing, suitmisappropriating or otherwise violating, proceeding or claim has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned or licensed by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionCompany; (vvi) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that neither the Company infringes nor any of its Subsidiaries infringes, misappropriates or otherwise violates violates, or has infringed, misappropriated or otherwise violated, any patentIntellectual Property Rights; (vii) all patents and patent applications owned by or licensed to the Company or under which the Company has rights have, trademarkto the knowledge of the Company, copyrightbeen duly and properly filed and maintained; to the knowledge of the Company, trade secret there are no material defects in any of the patents or patent applications disclosed in the Registration Statement and the Prospectus Supplement as being owned or licensed by the Company and its Subsidiaries; (viii) 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 or unenforceability with respect to any patents that have issued with respect to such applications; (ix) other proprietary rights of othersthan as disclosed in the Registration Statement and the Prospectus Supplement, neither the Company nor its Subsidiaries is obligated to pay a royalty, grant a license or option, or provide other consideration to any third party in connection with the Intellectual Property Rights owned or licensed by the Company and its Subsidiaries, and the Company is unaware 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 reasonable basis for Subsidiary, and all such agreements are in full force and effect, except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect; (x) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary of the Company have executed an invention assignment agreement whereby such claimemployees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (vixi) to the Company’s knowledge, the Company has taken and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all steps reasonably determined by the Company information intended to be necessary to perfect its ownership of and interest in such Intellectual Propertymaintained as a trade secret.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company owns, or possesses valid and its subsidiaries own or possess adequate enforceable licensed rights to use use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, licenses works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of its business as currently conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus(collectively, “Company Intellectual Property”), (ii) the Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and, to the knowledge of the Company’s business. Except as set forth in the SEC Documents, (i) to the Company’s knowledge, there are no acts which would form a reasonable basis for any such adjudication and (iii) the Company has not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such notice or claim. To the knowledge of the Company: (i) there are no third parties who have rights to any material Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to such material Company Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or that is disclosed in the aggregateRegistration Statement, in a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus as owned by or licensed to the Company; and (ii) to the Company’s knowledge, there is no infringement by third parties of any such Company Intellectual Property that is necessary and material to the Company’s business Property. Except as it is presently being conducted except where such infringement would not result, individually or described in the aggregateRegistration Statement, in a Material Adverse Effect; (iii) the Pricing Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company: (A) challenging the Company’s ownership or licensing rights in or to any such Company Intellectual Property; (ivB) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. The Company has complied with the terms of each agreement in all material respects pursuant to which material intellectual property has been licensed to the Company, and all such agreements are in full force and effect. To the knowledge of the Company, there are no material defects in any of the patents or patent applications included in the Company Intellectual Property. To the knowledge of the Company, the patents included in the Company Intellectual Property are subsisting and have not lapsed and the patent applications in the Company Intellectual Property are subsisting and have not been abandoned. The Company has taken commercially reasonable steps to protect, maintain and safeguard the Company Intellectual Property, other than ordinary patentincluding the execution of appropriate nondisclosure agreements, trademarkconfidentiality agreements and invention assignment agreements and invention assignments with their employees, service xxxx and copyright prosecution; (v) there is no pending orand, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has been in violation of any reasonable 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 for any of such claimviolation relates to such employee’s employment with the Company. To the knowledge of the Company, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company owned United States patents and patent applications included in the Company Intellectual Property have been complied with; and (vi) in all foreign offices having similar requirements, to the knowledge of the Company, all such requirements have been complied with for the Company owned foreign patents and patent applications included in the Company Intellectual Property. To the knowledge of the Company, none of the Company Intellectual Property has taken all steps reasonably determined been obtained or is being used by the Company to be necessary to perfect in violation of any material contractual obligation binding on the Company or any of its ownership officers, directors or employees. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company fall within the scope of and interest in such Intellectual Propertythe claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Title to Intellectual Property. The Except as disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus, (i) the Company and its subsidiaries Controlled Entities own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrightsdomain names and other source indicators, licenses copyrights and copyrightable works, inventions, know-how (including how, trade secrets secrets, systems, procedures and other unpatented or unpatentable proprietary or confidential compoundsinformation and all other worldwide intellectual property, genes, information, systems or procedures) industrial property and proprietary rights (collectively, the “Intellectual Property”) generally described used in the SEC Documents conduct of their respective businesses as presently conducted, or as proposed to be conducted in each of the Registration Statement, the General Disclosure Package and the Prospectus; (except as otherwise noted therein)ii) the Company and its Controlled Entities’ conduct of their respective businesses does not, which to the Company’s knowledge is all the best knowledge, infringe, misappropriate or otherwise violate any Intellectual Property necessary for of any person; (iii) the conduct Company and its Controlled Entities have not received any written notice of the Company’s business. Except as set forth in the SEC Documents, any claim relating to Intellectual Property; (iiv) to the Company’s best knowledge, there are no rights of third parties to any such the Intellectual Property except through licensing of the Company and its Controlled Entities is not being infringed, misappropriated or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effectotherwise violated by any person; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiiv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing any Controlled Entity’s rights in or to to, or the violation of any of the terms of, any of their Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such Intellectual Propertyclaim; (ivvi) there is no pending or, to the Company’s best knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (vvii) there is no pending or, to the Company’s best knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (viviii) none of the Company has taken all steps reasonably determined Intellectual Property used by the Company or the Controlled 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, any of the Controlled Entities in violation of the rights of any persons, except in each case covered by clauses (i) through (vii) above such as would not, if determined adversely to be necessary to perfect its ownership the Company or any of and interest the Controlled Entities, individually or in such Intellectual Propertythe aggregate, have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate valid and enforceable license rights to use under all material patents, patent applications, trademarks, service marks, trade names, trademark registrationstrade dress, service xxxx registrationsInternet domain names, copyrights, licenses works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), or other intellectual property which to the Company’s knowledge is all the Intellectual Property are reasonably necessary for the conduct of the Company’s business. Except as set forth their respective businesses in the SEC Documentsmanner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (i) collectively, “Intellectual Property”), and, to the Company’s knowledge, there are no the conduct of their respective businesses does not infringe, misappropriate or otherwise violate any valid intellectual property rights of third parties to any such others. The Intellectual Property except through licensing of the Company has not been adjudged by a court of competent jurisdiction to be invalid or cross-licensing agreements or where the exercise of such rights would not resultunenforceable, individually in whole or in the aggregatepart, in a Material Adverse Effect; (ii) and to the Company’s knowledge, the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or violation of any valid intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for a notice of any claim of infringement, misappropriation or violation of any valid intellectual property rights of another. To the Company’s knowledge: (i) other than those described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors, with respect to Intellectual Property that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Disclosure Documents”) as owned by or licensed to the Company or its subsidiaries; and (ii) there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (C) asserting that the Company infringes or its subsidiaries infringe, misappropriate, or otherwise violates violate, or would, upon the commercialization of any patentproduct or service described in the Disclosure Documents as under development, trademarkinfringe, copyrightmisappropriate, trade secret or other proprietary otherwise violate, any valid intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there are no material defects in any of the material patents or patent applications included in the Intellectual Property. To the Company’s knowledge, the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure or confidentiality agreements, invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any material term of any of such agreements, 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. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the material United States patents and patent applications included in the Intellectual Property have been complied in all respects with; and in all foreign patent offices having similar requirements, all such requirements have been complied with in all respects. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (viincluding 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 material contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the valid rights of any persons. To the Company’s knowledge, all material license agreements for the use of the Intellectual Property Rights described in the Disclosure Documents are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. To the Company’s knowledge, the Company has taken complied in all steps reasonably determined by material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any material Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to be necessary to perfect its ownership of and interest in such any material Intellectual PropertyProperty license.

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, inventions, trademarks, service marks, trade names, trademark registrations, service xxxx registrationsmxxx registrations and other source indicators, copyrightscopyrights and copyrightable works, licenses and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and, to the knowledge of the Company’s business. Except as set forth , the conduct of their respective businesses has not, does not and will not conflict in the SEC Documents, (i) to the Company’s knowledge, there are no any material respect with any such rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there others. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by (and the Company and its subsidiaries have not received in the past three (3) years any notice of any claim) of infringement, misappropriation or conflict with any such rights of others in connection with their Intellectual Property, or challenging the Company’s ownership ownership, validity or licensing rights scope thereof, which could reasonably be expected to result in a Material Adverse Effect, and the Company is unaware or to any facts which could form a reasonable basis for any such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to claim. To the Company’s knowledge, threatened actionno third party is infringing, suit, proceeding or claim by others that the Company infringes misappropriating or otherwise violates any patent, trademark, copyright, trade secret using its Intellectual Property in conflict with the Company’s rights therein. To the Company’s knowledge (i) there is no patent or other proprietary rights of others, and patent application that contains claims that interfere with the Company is unaware issued or pending claims of any reasonable basis for any such claimof the Intellectual Property; and (viii) the Company has taken all steps reasonably determined there is no material prior art that may render any patent application owned by the Company or its subsidiaries unpatentable that has not been disclosed to be necessary the U.S. Patent and Trademark Office. The Company and its subsidiaries take all reasonable actions to perfect its ownership of maintain and interest in such protect their material Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own own, possess, license or possess adequate have other rights to use use, on reasonable terms, all material patents, patent applications, trademarks, trade and service marks, trade names, trademark registrations, and service xxxx registrations, trade names, copyrights, licenses and licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) intellectual property (collectively, the “"Intellectual Property”") generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business's business as now conducted or as proposed in the Prospectus to be conducted. Except as set forth in the SEC DocumentsProspectus, (i) to the Company’s 's knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (ii) to the Company’s 's knowledge, there is no material infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iii) there is no pending or, to the Company’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the actions, suits, proceedings or claims which would not, individually or in the aggregate, have a material adverse effect on the Company’s ownership or licensing rights in or to , and the Company is unaware of any facts which would form a reasonable basis for any such Intellectual Propertyclaim; (iv) to the Company's best knowledge, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, Property other than ordinary patentactions, trademarksuits, service xxxx proceedings or claims which would not, individually or in the aggregate, have a material adverse effect on the Company, and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s 's knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of othersothers other than actions, suits, proceedings or claims which would not, individually or in the aggregate, have a material adverse effect on the Company, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) to the Company's knowledge, there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Intellectual Property described in the Prospectus as being owned by or licensed to the Company has taken all steps reasonably determined or that interferes with the issued or pending claims of any such Intellectual Property; and (vii) there is no prior art of which the Company is aware that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to be necessary to perfect its ownership of the U.S. Patent and interest in such Intellectual PropertyTrademark Office.

Title to Intellectual Property. The Company and its subsidiaries own own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all material patentsuse, the inventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) information (collectively, the “Intellectual Property”) generally described in the SEC Documents (except Registration Statement, the Pricing Disclosure Package and the Prospectus as otherwise noted therein)being owned or licensed by them, which to the Company’s knowledge is all the Intellectual Property used in, or necessary for the conduct of the Company’s business. Except of, their respective businesses as set forth described in the SEC DocumentsRegistration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; and except as described in the Pricing Disclosure Package and the Prospectus (i) to the Company’s knowledge, there are is no rights of infringement, misappropriation or violation by third parties to of any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights that would not result, individually or in the aggregate, in have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement pending or threatened action, suit, proceeding or claim by third parties others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not resultinfringement, individually misappropriation or in the aggregateviolation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property, in each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity, trademarkenforceability or scope of such Intellectual Property, service xxxx and copyright prosecutionin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suitdirectors or employees or otherwise in violation of the rights of any persons; (vi) to the Company’s knowledge, proceeding there are no third parties who have or claim will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as owned or exclusively licensed by others that the Company infringes or otherwise violates its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any patent, trademark, copyright, trade secret or other proprietary rights of others, and third parties; (vii) the Company is unaware not a party to or bound by any options, licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any reasonable basis for any such claimof the Intellectual Property that would a Material Adverse Effect on the Company; and (viix) to the Company has taken all steps reasonably determined Company’s knowledge, there is no prior art material to any patent or patent application owned or exclusively licensed by the Company that has not been disclosed to be necessary to perfect its ownership of the U.S. Patent and interest in such Intellectual PropertyTrademark Office that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own own, possess, are licensed to use or possess adequate have other sufficient legal rights to use all material patents, patent applications, trademarks, trade and service marks, trade names, trademark registrations, and service xxxx registrations, trade names, copyrights, licenses and licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) intellectual property (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s businessbusiness as presently conducted and as described in the in the Registration Statement, the Time of Sale Information and the Prospectus. Except as set forth in or contemplated in the SEC Documentsin the Registration Statement, the Time of Sale Information and the Prospectus, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where owned by the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectCompany and its subsidiaries; (ii) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property that is necessary owned by the Company and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effectits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; and (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Property.

Title to Intellectual Property. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own owns or possess adequate possesses valid rights to use all material patentsintellectual property rights throughout the world, patent applications, including all trademarks, service marks, trade names, trademark registrationsdomain names, service xxxx registrationsand all goodwill associated with the foregoing, copyrightspatents, licenses patent rights, inventions, copyrights and copyrightable works, licenses, technology, know-how (including how, trade secrets and other unpatented or unpatentable intellectual property and proprietary or confidential compounds, genes, information, systems or proceduresprocedures (including all registrations and applications for registration of the foregoing) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for or material to the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, and, to the knowledge of the Company’s business, the conduct of its business has not infringed, misappropriated or otherwise violated any Intellectual Property of others in any material respect, and, to the knowledge of the Company, the future conduct of its business as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, will not infringe, misappropriate or otherwise violate any Intellectual Property of others in any material respect. Except as set forth in the SEC Documents, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not resultnot, individually or in the aggregate, in if determined adversely to the Company, reasonably be expected to have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually pending or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party (i) challenging the Company’s ownership or licensing rights in or to any such of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company has infringed, to misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property of the Company’s knowledge, threatened and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by others challenging the validity Company is valid and enforceable, is owned solely by the Company, is owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or scope otherwise violated any Intellectual Property owned by or exclusively licensed to the Company. The Company has taken commercially reasonable actions necessary to maintain and protect all material registered Intellectual Property (including all applications therefor) owned by the Company, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company has at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate have a Material Adverse Effect, all founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; or (vii) there is no pending or, has obtained a valid right to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in exploit such Intellectual Property, sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted.

Title to Intellectual Property. The To the Company’s knowledge, the Company and its subsidiaries own own, possess or possess adequate have rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property (as defined below) reasonably necessary for the conduct of the Company’s businessbusiness of the Company as now conducted or to be conducted as described in the Pricing Disclosure Package and the Prospectus. The Company has not received and has no reason to believe that it will receive any notice of infringement or conflict with asserted Intellectual Property of others. Except as set forth in the SEC Documents, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not be reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect; Effect (iii) to the Company’s knowledge, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiiii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iviii) the Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patentand, trademarkexcept as described in the Pricing Disclosure Package and the Prospectus, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (viv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company 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 is unaware of any other facts which would form a reasonable basis for any such claim; and (viv) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the Company to be necessary to perfect its ownership of and interest in such employee while employed with the Company. The term “Intellectual Property” as used herein means all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own own, possess, are licensed to use or possess adequate have other sufficient legal rights to use all material patents, patent applications, trademarks, trade and service marks, trade names, trademark registrations, and service xxxx registrations, trade names, copyrights, licenses and licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) intellectual property (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as presently conducted and as described in the Company’s businessRegistration Statement, the Time of Sale Information and the Prospectus. Except as set forth disclosed in the SEC Documentsin the Registration Statement, the Time of Sale Information and the Prospectus, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where owned by the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse EffectCompany and its subsidiaries; (ii) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property that is necessary owned by the Company and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effectits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; and (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such Intellectual Property.

Title to Intellectual Property. The Company Except as otherwise disclosed in the Registration Statement, the General Disclosure Package, or the Prospectus, the Company, including its Subsidiaries, own, or have obtained valid and its subsidiaries own or possess adequate rights to use all material patentsenforceable licenses for, the inventions, patent applications, patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrationsnames, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally intellectual property described in the SEC Documents (except Registration Statement, the General Disclosure Package, or the Prospectus as otherwise noted therein), being owned or licensed by them or which to the Company’s knowledge is all the Intellectual Property are necessary for the conduct of the Company’s businessand its Subsidiaries’ businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), except as would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, and except as enforceability of any licenses may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Except as set forth in the SEC Documents, (i) to To the Company’s knowledge, there are no the conduct of the Company’s and its Subsidiaries’ businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to others. To the Company’s knowledge: (i) there are no third parties who have rights to any registered Intellectual Property, other than licensees of the Company and any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office and any co-owner of any patent application constituting Intellectual Property who is named in such patent application; and (ii) there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (C) asserting that the Company or any of its Subsidiaries infringes or otherwise violates violates, or would, upon the expansion or 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 is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; . The Company and (vi) its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company has taken or any Subsidiary, and all steps reasonably determined by such agreements are in full force and effect. To the Company to be necessary to perfect its ownership Company’s knowledge, there are no material defects in any of and interest the patents or patent applications included in such the Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of nondisclosure and confidentiality agreements.

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, copyrights, licenses and know-how (including trade secrets xxxrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “"Intellectual Property”") generally that is used in the conduct of their business (as now conducted and as proposed to be conducted in the Time of Sale Information) and except where the failure to own, license or possess such rights would not, individually or in the aggregate, have a Material Adverse Effect; and to the knowledge of the Company, without having conducted any special investigation or patent search, the conduct of their respective businesses (as now conducted and as proposed to be conducted in the Time of Sale Information) does not conflict in any material respect with any such rights of others. The Company and its subsidiary have not received any written notice of any claim of infringement or conflict with any intellectual property of others. Except as described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct Time of the Company’s business. Except as set forth in the SEC DocumentsSale Information, (i) to the Company’s 's knowledge, without having conducted any special investigation or patent search, there are no third parties who have or will be able to establish rights to any Intellectual Property of the Company, except for the retained rights of third parties to any such the owners of the Intellectual Property which is licensed to the Company and except through licensing or cross-licensing agreements or where to the exercise of such rights would extent not resultreasonably expected, individually or in the aggregate, in to have a Material Adverse Effect; (ii) there is no pending, or to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing 's rights in or to any such Intellectual Property; , (iviii) there is no pending or, to the Company’s 's knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (viv) there is no pending or, to the Company’s 's knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates misappropriates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and others (v) the Company is unaware of any facts which could form a reasonable basis for any such claim; action, suit, proceeding or claim as described in items (ii), (iii) and (iv), except to the extent not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, and (vi) to the Company has taken all steps reasonably determined by Company's knowledge, without having conducted any special investigation or patent search, there is no patent or patent application that contains claims that interfere, as such term is described in 35 U.S.C. Section 135 and 37 C.F.R. 41.100 to 41.208 with the Company to be necessary to perfect its ownership issued or pending claims of and interest in such any of the Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own Subsidiary own, or possess adequate valid and enforceable licensed rights to use use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, licenses works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except their respective businesses as set forth in the SEC Documentscurrently conducted and as proposed to be conducted (collectively, (i) “Intellectual Property”), and, to the Company’s knowledge, there are no the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of third parties 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 the Company is unaware of any facts which would form a reasonable basis for any such Intellectual Property except through licensing adjudication. The Company and its Subsidiary have not received any notice of any claim of infringement, misappropriation with any intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such notice or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to claim. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the SEC Reports as owned by or licensed to the Company or its Subsidiary; and (ii) there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business Property. Except as it is presently being conducted except where such infringement would not result, individually or disclosed in the aggregateSEC Reports, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (C) asserting that the Company infringes or its Subsidiary infringe, misappropriate, or otherwise violates violate, or would, upon the commercialization of any patentproduct or service described in the SEC Reports as under development, trademarkinfringe, copyrightmisappropriate, trade secret or other proprietary otherwise violate, any intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its Subsidiary have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its Subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its Subsidiary 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 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. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and (vi) in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company has taken all steps reasonably determined owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company to be necessary to perfect or its ownership Subsidiary has been obtained or is being used by the Company or its Subsidiary in violation of and interest any contractual obligation binding on the Company or its Subsidiary or any of their respective officers, directors or employees or otherwise in such Intellectual Propertyviolation of the rights of any persons.

Title to Intellectual Property. The Company and its subsidiaries the Group Entities own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and licenses, inventions, technology, know-how and other intellectual property (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and the Company’s business. Except as set forth conduct of their respective businesses will not conflict in the SEC Documents, any material respect with any such rights of others; and (i) to the Company’s knowledge, there are no rights knowledge of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiiii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights the Group Entities in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property; (iviii) none of the Intellectual Property licensed to the Company and the Group Entities has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity or scope of such Intellectual Property; (viv) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company infringes or any of the Group Entities infringes, misappropriates or otherwise violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, neither the Company nor any Group Entity has received any written notice of such claim and the Company is unaware of any facts which it believes would form a reasonable basis for a successful claim of such infringement, misappropriation or violation; (v) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in material 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 claimviolation relates to such employee’s employment with the Company or the Group Entities, or actions undertaken by the employee while employed with the Company or the Group Entities; and (vi) to the knowledge of the Company, the Company has taken all steps reasonably determined by is not an assignee of nor is the Company a recipient of an obligation to be necessary to perfect assign each of the Company’s rights in its ownership of patents and interest in such Intellectual Propertypatent applications.

Title to Intellectual Property. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company owns, has valid and its subsidiaries own enforceable licenses for or possess otherwise has adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how technology (including trade secrets but not limited to patented, patentable and other unpatented or inventions and unpatentable proprietary or confidential compounds, genes, information, systems or procedures) ), designs, processes, trademarks, trade secrets, know how, copyrights and other works of authorship, computer programs and technical data and information (collectively, the “Intellectual Property”) generally that are or could reasonably be expected to be material to its business as currently conducted or proposed to be conducted (including upon the commercialization of products or services described in the SEC Documents (except Registration Statement, the General Disclosure Package or the Prospectus as otherwise noted therein), which under development) or to the Company’s knowledge is all the Intellectual Property necessary for the conduct development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company’s business. Except as set forth disclosed in the SEC DocumentsRegistration Statement, the General Disclosure Package and the Prospectus, (i) there are no third parties who have or, to the Company’s knowledge, there are no will be able to establish rights to any Intellectual Property, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property except through licensing or cross-licensing agreements or where which the exercise of such rights would not resultRegistration Statement, individually or in the aggregateGeneral Disclosure Package and the Prospectus disclose is licensed to the Company, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not resultProperty, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property; , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any facts which could form a reasonable basis for any such action, trademarksuit, service xxxx and copyright prosecution; proceeding or claim, (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that (nor has the Company received any claim from a third party that) the Company 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, tradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and , (vi) the Company have complied with the terms of each agreement pursuant to which Intellectual Property has taken been licensed to the Company, and all steps reasonably determined such agreements are in full force and effect, (vii) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; (viii) there is no prior art that may render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office, and (ix) the product candidates described in the Registration Statement, the General Disclosure Package or the Prospectus as under development by the Company fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company is not obligated or under any liability whatsoever to be necessary make any material payment by way of royalties, fees or otherwise to perfect its ownership of and interest in such 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.

Title to Intellectual Property. The Company and its subsidiaries Subsidiaries own or possess adequate rights the right to use all material patentsinventions, patent applications, patents, trademarks, service marks, trade names, trademark registrationsservice names, service xxxx registrationsdomain names, copyrights, licenses and trade secrets, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) intellectual property (collectively, the “Intellectual Property”) generally described in the SEC Documents as are (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property i) necessary or material for the conduct of the Company’s business. Except their respective businesses as set forth currently conducted or as currently proposed to be conducted and as described in the SEC DocumentsRegistration Statement, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where General Disclosure Package and the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; Prospectus and (ii) to necessary or material for the Company’s knowledge, there is no infringement by third parties commercialization of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or products described in the aggregateRegistration Statement, in a Material Adverse Effect; (iii) there the General Disclosure Package and the Prospectus as being under development. There is no pending or, to the Company’s knowledge, threatened (i) action, suit, proceeding proceeding, or claim by others challenging the Company’s ownership rights of the Company or licensing rights any of its Subsidiaries in or to any such Intellectual PropertyProperty that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivii) there action, suit, proceeding, or claim by others that the Company or any of its Subsidiaries infringes, misappropriates, or otherwise violates any Intellectual Property of others that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; or (iii) action, suit, proceeding, or claim by others challenging the validity, scope, or enforceability of any such Intellectual Property owned or licensed by the Company or its Subsidiaries and the Company is unaware of any facts which would form a reasonable basis for any such claim. To the Company’s knowledge, the operation of the business of the Company and its Subsidiaries as now conducted, and as described in the Prospectus, and in connection with the development and commercialization of the products described in the Prospectus does not infringe, misappropriate, conflict with or otherwise violate any claim of any patent or published patent application of any other person or entity. There is no pending prior art of which the Company or any of its Subsidiaries is aware that may render any patent owned or licensed by the Company or its Subsidiaries invalid or any patent application owned or licensed by the Company or its Subsidiaries unpatentable which has not been disclosed to the applicable government patent office. The Company’s granted or issued patents, registered trademarks and registered copyrights have been duly maintained and are in full force and effect, and none of the patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part. The Company knows of no infringement, misappropriation or violation by others of any Intellectual Property owned or licensed by the Company or its Subsidiaries which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and that are not described therein in all material respects. The Company and its Subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property of the Company and its Subsidiaries from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the technology or intellectual property used by the Company and its Subsidiaries in its business 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 Company’s knowledge, threatened actionany of its officers, suit, proceeding directors or claim by others challenging employees or otherwise in violation of the validity or scope rights of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any reasonable basis for any such claim; and (vi) the Company persons. No third party has taken all steps reasonably determined been granted by the Company or its Subsidiaries rights to the Intellectual Property of the Company or its Subsidiaries, including any rights that, if exercised, could enable such party to develop products competitive to those of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus. All Intellectual Property owned or exclusively licensed by the Company or its Subsidiaries are free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that could not reasonably be necessary expected, individually or in the aggregate, to perfect have a Material Adverse Effect. The Company and its ownership Subsidiaries are not subject to any judgment, order, writ, injunction or decree of and interest any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in such settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possess adequate rights to use can acquire on reasonable terms, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except business as set forth now conducted or as described in the SEC DocumentsRegistration Statement, (i) the Pricing Disclosure Package and the Prospectus to the Company’s knowledgebe conducted, there are no rights of third parties except as such failure to any such Intellectual Property except through licensing own, possess, or cross-licensing agreements or where the exercise of acquire such rights would not result, individually or in the aggregate, result in a Material Adverse Effect; . Furthermore, (iiA) to the knowledge of the Company’s knowledge, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property that is necessary and material to the Company’s business Property, except as it is presently being conducted except where such infringement infringement, misappropriation or violation would not result, individually or in the aggregate, result in a Material Adverse Effect; Effect; (iiiB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others, for which the Company has been served or notified, challenging the Company’s knowledgerights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging others, for which the Company’s ownership Company has been served or licensing rights in or to any such Intellectual Property; (iv) there is no pending ornotified, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; the Company is unaware of any facts which would form a reasonable basis for any such claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company 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 is unaware of any other fact which would form a reasonable basis for any such claim; claim; and (viE) to the Company’s knowledge, no employee of the Company is in or has taken all steps reasonably determined 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 actions undertaken by the Company to be necessary to perfect its ownership of and interest employee while employed with the Company, except as such violation would not result in such a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectivelyand other technology and intellectual property rights, including the “Intellectual Property”) generally described in right to xxx for past, present and future infringement, misappropriation or dilution of any of the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property same used by them or necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (the Company’s business“Company Intellectual Property”), and the conduct of their respective businesses will not conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its Company Intellectual Property that would reasonably be expected to have a Material Adverse Effect. Except as set forth described in the SEC DocumentsRegistration Statement, the Pricing Disclosure Package and the Prospectus, (i) to the Company’s knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual Property, except for (A) the retained rights of third parties to any such the owners of Company Intellectual Property except through licensing which is licensed to the Company or cross-licensing agreements or where its subsidiaries and (B) the exercise rights of such rights would not result, individually or customers and channel partners to use Company Intellectual Property in the aggregateordinary course, in a Material Adverse Effect; consistent with past practice, (ii) there is no pending, or to the Company’s knowledge, there is no infringement threatened action, suit, proceeding or claim by third parties of any such Intellectual Property that is necessary and material to others challenging the Company’s business as it is presently being conducted except where such infringement would not result, individually rights or any of its subsidiaries’ rights in the aggregate, in a Material Adverse Effector to any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership validity, enforceability or licensing rights in or to scope of any such Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that the validity Company or scope any of its subsidiaries infringes or misappropriates any such Intellectual Property, intellectual property or other than ordinary patent, trademark, service xxxx and copyright prosecutionproprietary rights of others; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding no Company Intellectual Property has been obtained or claim is being used by others that the Company infringes or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise violates any patent, trademark, copyright, trade secret or other proprietary in violation of the rights of othersany persons, except, in the case of each of (i) through (v) above, where the outcome of which would not reasonably be expected to be material in light of all relevant facts and circumstances to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries have taken reasonable steps necessary to secure interests in the Company Intellectual Property developed by their employees, consultants, agents and contractors in the course of their service to the Company. There are no outstanding options, licenses or binding agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described in all material respects. The Company is unaware and its subsidiaries are not a party to or bound by any options, licenses or binding agreements with respect to any material intellectual property of any reasonable basis for other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described in all material respects. The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open Source Materials, except where the failure to comply would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. Neither the Company nor any such claim; and of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (vii) the Company has taken all steps reasonably determined or any of its subsidiaries to permit reverse engineering of any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be necessary (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributed at no charge, except, in the case of each of (i) and (ii) above, such as would not reasonably be expected to perfect be material to the Company and its ownership of and interest in such Intellectual Propertysubsidiaries taken as a whole.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses or possess adequate rights to use can acquire on reasonable terms all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for (as defined below) used in the conduct of the Company’s business. Except business of the Company as set forth described in the SEC DocumentsRegistration Statement, (i) the Time of Sale Information and the Prospectus as now conducted or to be conducted, except where the Company’s knowledgefailure to own, there are no rights of third parties possess or be able to any acquire such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not resultcould not, individually or in the aggregate, in have a Material Adverse Effect; , and (iiA) to the knowledge of the Company’s knowledge, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiiB) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights of the Company in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivC) the Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patentand the Company is unaware of any facts which would form a reasonable basis for any such claim; and (D) except as disclosed in the Registration Statement, trademarkthe Time of Sale Information and the Prospectus, service xxxx and copyright prosecution; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company 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 is unaware of any other facts which would form a reasonable basis for any such claim; and (vi) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of and interest in such . The term “Intellectual Property” as used herein means all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own the Subsidiaries own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all material patentsuse, the inventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrationstradenames, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the “Intellectual Property”) generally information described in the SEC Documents (except Registration Statement, the Prospectus and the Disclosure Package as otherwise noted therein), being owned or licensed by them or which to the Company’s knowledge is all the Intellectual Property are necessary for the conduct of the Company’s business. Except as set forth in the SEC Documentstheir respective businesses, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of failure to own, license or have such rights would not resultnot, individually or in the aggregate, in have a Material Adverse EffectEffect (collectively, “Intellectual Property”); except as described in the Registration Statement, the Prospectus and the Disclosure Package (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which is licensed to the Company; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to to, or the validity of scope of, any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such Intellectual Propertyclaim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and (viv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company has taken all steps reasonably determined by or the Subsidiaries, infringe or otherwise violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and the Company to be necessary to perfect its ownership is unaware of and interest in any facts which could form a reasonable basis for any such Intellectual Propertyaction, suit, proceeding or claim.

Title to Intellectual Property. The Except as disclosed in the Registration Statement, thr Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how Intellectual Property (including trade secrets and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or proceduresas defined below) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except Registration Statement, the Pricing Disclosure Package and the Prospectus as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property either being owned or licensed by them or necessary for the conduct of the Company’s business. Except as set forth in the SEC Documentstheir respective businesses, and (i) to the Company’s knowledge, there are no rights knowledge of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiiii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property that would have a Material Adverse Effect on the Company; (iviii) the Intellectual Property owned by the Company and its subsidiaries and, to the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity or scope of such Intellectual Property that would have a Material Adverse Effect on the Company; (viv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or its subsidiaries 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 is unaware of any facts which it believes would form a reasonable basis for any a successful claim of such claiminfringement, misappropriation or violation; and (viv) to the knowledge of the Company, the Company has taken all steps reasonably determined by is assignee of or is the Company recipient of an obligation to be necessary to perfect assign each of the Company’s rights in its ownership of patents and interest in such patent applications. The term “Intellectual Property” as used herein means all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property.

Title to Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries own the Subsidiaries own, or possess adequate have obtained valid and enforceable licenses for, or other rights to use all material patentson reasonable terms, the inventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets secrets, and other unpatented or and/or unpatentable proprietary or confidential compoundsinformation), genessoftware, informationdomain names and other intellectual property rights, systems or procedures) including registrations and applications for registration thereof (collectively, the “Intellectual Property”) generally described in the SEC Documents (except Registration Statement, the General Disclosure Package and the Prospectus as otherwise noted therein)being owned or licensed in the Registration Statement, which General Disclosure Package and the Prospectus, the Company owns, or has obtained valid and enforceable licenses for, or other rights to the Company’s knowledge is use, all the Intellectual Property used in, or necessary for the conduct of the Company’s business. Except of, its businesses as set forth currently conducted or as proposed to be conducted and as described in the SEC DocumentsRegistration Statement, (i) the General Disclosure Package and the Prospectus except where the failure to obtain or hold would not reasonably be expected to result in a Material Adverse Effect; there is no pending or, to the Company’s knowledge, there are no threatened action, suit, proceeding or written claim by others that the Company 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 or otherwise misappropriate or violate, any Intellectual Property rights of third parties to others, and the Company is unaware of any facts which could form a reasonable basis for any such Intellectual Property except through licensing claim; and none of the technology employed by the Company has been obtained or cross-licensing agreements or where is being used by the exercise Company in violation of such rights would not resultany contractual obligation binding on the Company or, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there upon any of its officers, directors or employees, and the Company is no infringement by third parties not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third-party Intellectual Property that is necessary and material to or other proprietary rights on behalf of the Company’s business as it is presently being conducted , except where such infringement for violations which would not result, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iii) there Event. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim, except as described in the Registration Statement, the General Disclosure Package and the Prospectus; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Intellectual Property; and (vi) to the Company has taken all steps reasonably determined Company’s knowledge, there is no prior art material to any patent or patent application of the Intellectual Property that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable has not been disclosed to be necessary to perfect its ownership of the U.S. Patent and interest in such Intellectual PropertyTrademark Office (“USPTO”).

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and licenses, inventions, technology, know-how and other intellectual property (including trade secrets and other unpatented or and/or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) (collectively, the collectively “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and the Company’s business. Except as set forth conduct of their respective businesses will not conflict in the SEC Documents, any material respect with any such rights of others; and (i) to the Company’s knowledge, there are no rights knowledge of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse EffectProperty; (iiiii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights of the Company or licensing rights its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property that would have a Material Adverse Effect on the Company; (iviii) none of the Intellectual Property licensed to the Company and its subsidiaries has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity or scope of such Intellectual Property that would have a Material Adverse Effect on the Company; (viv) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company infringes or its subsidiaries 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 is unaware of any facts which it believes would form a reasonable basis for a successful claim of such infringement, misappropriation or violation that would have a Material Adverse Effect on the Company; (v) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in material 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 claim; violation relates to such employee’s employment with the Company or its subsidiaries, or actions undertaken by the employee while employed with the Company or its subsidiaries and (vi) to the knowledge of the Company, the Company has taken all steps reasonably determined by is not an assignee of nor is the Company a recipient of an obligation to be necessary to perfect assign each of the Company’s rights in its ownership of patents and interest in such Intellectual Propertypatent applications.

Title to Intellectual Property. The Except as disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (i) Company and its subsidiaries Controlled Entities own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrightsdomain names and other source indicators, licenses copyrights and copyrightable works, inventions, know-how (including how, trade secrets secrets, systems, procedures and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) information (collectively, the “Intellectual Property”) generally described used in the SEC Documents conduct of their respective businesses as presently conducted, or as proposed to be conducted in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; (except as otherwise noted therein)ii) the Company and its Controlled Entities’ conduct of their respective businesses does not, which to the Company’s knowledge is all the knowledge, infringe, misappropriate or otherwise violate any Intellectual Property necessary for of any person; (iii) the conduct Company and its Controlled Entities have not received any written notice of the Company’s business. Except as set forth in the SEC Documents, any claim relating to Intellectual Property; (iiv) to the Company’s knowledge, there are no rights of third parties to any such the Intellectual Property except through licensing of the Company and its Controlled Entities is not being infringed, misappropriated or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effectotherwise violated by any person; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iiiv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing any Controlled Entity’s rights in or to to, or the violation of any of the terms of, any of their Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such Intellectual Propertyclaim; (ivvi) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecutionthe Company is unaware of any facts which would form a reasonable basis for any such claim; (vvii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (viviii) none of the Company has taken all steps reasonably determined Intellectual Property used by the Company or the Controlled 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, any of the Controlled Entities in violation of the rights of any persons, except in each case covered by clauses (i) through (vii) above such as would not, if determined adversely to be necessary to perfect its ownership the Company or any of and interest the Controlled Entities, individually or in such Intellectual Propertythe aggregate, have a Material Adverse Effect.

Title to Intellectual Property. The Each of the Company and its subsidiaries own owns, is licensed or possess otherwise has adequate rights to use all material patentsCompany technology (including, patent applicationswithout limitation, trademarkspatented, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses patentable and know-how (including trade secrets unpatented inventions and other unpatented or unpatentable proprietary or confidential compounds, genes, information, systems or procedures) ), designs, processes, trademarks, trade secrets, know how, copyrights and other works of authorship, computer programs and technical data and information (collectively, the “Intellectual Property”) generally described in the SEC Documents (except that are material to its business as otherwise noted therein), which currently conducted or as currently proposed to be conducted or to the Company’s knowledge is all development, manufacture, operation and sale of any products and services sold or proposed to be sold by the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has received any pending threat of or notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property necessary for the conduct of the Company’s businessProperty. Except as set forth disclosed in the SEC DocumentsRegistration Statement and the Prospectus, (i) there are no third parties who have or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property owned by, or licensed to, the Company or its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property that the Registration Statement and the Prospectus disclose is licensed to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property except through licensing or cross-licensing agreements or where the exercise of such rights would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) to the Company’s knowledgeknowledge of the Company and its subsidiaries, there is no infringement by third parties of any such Intellectual Property that is necessary and material to owned by, or licensed to, the Company’s business as it is presently being conducted except where such infringement would not result, individually Company or in the aggregate, in a Material Adverse Effectits subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or licensing rights in or to any Intellectual Property owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any such Intellectual Propertyaction, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Intellectual Property owned by, or licensed to, the Company and its subsidiaries, and the Company is unaware of any facts that could form a reasonable basis for any such Intellectual Propertyaction, other than ordinary patentsuit, trademark, service xxxx and copyright prosecutionproceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that (nor has the Company infringes received any claim from a third party that) the Company or its subsidiaries infringe or otherwise violates violate any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is and its subsidiaries are unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (vi) to the knowledge of the Company and its subsidiaries, the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiaries, and all such agreements are in full force and effect; (vii) to the knowledge of the Company and its subsidiaries 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 the Company or its subsidiaries or that challenges the validity, enforceability or scope of any of the Intellectual Property owned by the Company or its subsidiaries; and (viviii) to the knowledge of the Company has taken all steps reasonably determined and its subsidiaries, there is no prior art that may render any patent application within the Intellectual Property owned by the Company and its subsidiaries unpatentable that has not been disclosed to be necessary the U.S. Patent and Trademark Office. Except as set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to perfect its ownership make any material payment by way of and interest in such 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.