Common use of Title to Intellectual Property Clause in Contracts

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except Parent and each Subsidiary (i) owns or possesses a right to use all patents, patent applications, trademarks, service marks, domain names, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, formulae, customer lists, and know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, the “Intellectual Property”) necessary for the conduct of their respective businesses as presently being conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, except as where the failure to own or possess the right to use would not reasonably be expected to have a Material Adverse Effect and (ii) have no reason to believe that the conduct of their respective businesses does or will conflict with, and have not received any notice of any claim of conflict with, any such right of others (except where such conflict with any such right of others would not reasonably be expected to have a Material Adverse Effect; to ). Except as disclosed in the Company’s knowledgeRegistration Statement, there is no pending the Time of Sale Information and the Prospectus or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To and the Company’s Guarantors’ knowledge, there are is no infringement by third parties who have or will be able to establish rights to of any Intellectual Property described of Parent or any Subsidiary; except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus as exclusively owned Prospectus, or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and , there is no pending or, to the Company’s and the Guarantors’ knowledge, there is no prior art material threatened, action, suit, proceeding or claim by others challenging the rights in or to any patent or patent application of the Exclusive Intellectual Property that has not been of Parent or any Subsidiary; and except as disclosed to in the U.S. Patent Registration Statement, the Time of Sale Information and Trademark Officethe Prospectus, except or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s and the Guarantors’ knowledge, threatened, action, suit, proceeding or claim by others that Parent or any Subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others.

Title to Intellectual Property. Except as described in the Registration StatementThe Company, the Pricing Disclosure Package Evolent Health and the Prospectus, the Company and its Company’s other subsidiaries own, own or have obtained valid and enforceable licenses for, or other possess adequate rights to use, the inventionsuse all patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, domain names, copyrights, licenses, software and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) and other intellectual property rights (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, of their respective businesses as described in currently conducted and as currently proposed to be conducted, and, to the Registration Statementknowledge of the Company, Evolent Health or the Company’s other subsidiaries, the Pricing Disclosure Package and the Prospectus, except conduct of their respective businesses will not conflict in any material respect with any such rights of others. Except as would could not reasonably be expected to have result in a Material Adverse Effect; to , the Company, Evolent Health and the Company’s knowledgeother subsidiaries have not received any notice of any claim (i) alleging any infringement or misappropriation of, there is no pending or threatened actionconflict with, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of othersany third party or (ii) challenging the validity, except as would not reasonably be expected to have a Material Adverse Effectscope, and the Company is unaware enforceability or ownership of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to Evolent Health and the Company’s knowledgeother subsidiaries. The Company, threatened action, suit, proceeding or claim by others challenging Evolent Health and the Company’s ownership other subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all know-how, trade secrets and confidential information owned, used or rights in held for use by the Company, Evolent Health or to any Exclusive Intellectual Propertythe Company’s other subsidiaries, and no such trade secrets or confidential information have been disclosed other than to employees, representatives and agents of the Company is unaware of any facts which would form a reasonable basis for any such claim Company, Evolent Health or the Company’s other subsidiaries, or parties who are bound by written confidentiality agreements, except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have result in a Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus (the “Disclosure Documents”) or as could not reasonably be expected to result in a Material Adverse Effect, to the Company’s knowledge (i) the Company and its subsidiaries own, possess, license or have obtained valid and enforceable licenses for, can acquire or other rights to use, the inventionslicense on reasonable terms all material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted in the manner described in the Disclosure Documents (collectively, the “Intellectual Property”), and (ii) described the conduct of their respective businesses does not and will not conflict in the Registration Statement, the Pricing Disclosure Package any material respect with any valid and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except enforceable Intellectual Property rights of others. Except as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusDocuments, the Company and its subsidiaries ownhave not received any notice of any claim of infringement, misappropriation or have obtained valid 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 enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not know-how which could reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have result in a Material Adverse Effect, and the Company is unaware of any facts which could would form a reasonable basis for any such notice or claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, (i) there are no third parties who have or will be able to establish party rights to any of the Intellectual Property described that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus Documents as exclusively owned or exclusively licensed by the Company, except Company (the “Company Intellectual Property”); and (ii) there is no material infringement by third parties of any of the Company Intellectual Property. Except as would disclosed in the Disclosure Documents or as could not reasonably be expected to have result in a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); Effect, 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 rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except action, suit, proceeding or claim; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Disclosure Documents as could not reasonably be expected under development, infringe, misappropriate, or 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. To the knowledge of the Company, the Company and its subsidiaries have complied with the terms of each agreement pursuant to have a Material Adverse Effect; 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, and except as is disclosed in the Disclosure Documents, there is are no patent or patent application that contains claims that interfere with the issued or pending claims of material defects in any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent patents or patent application of applications included in the Exclusive Company Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse EffectProperty.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to useuse all technology (including but not limited to inventions and proprietary or confidential information, the inventionssystems or procedures), patent applicationsdesigns, processes, licenses, patents, trademarks (both registered and unregistered)trademarks, service marks, trade secrets, trade names, copyrightsknow how, trade secrets copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary information rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”) described that are or would reasonably be expected to be material to their business as currently conducted or as proposed to be conducted or to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company or its subsidiaries, except where the failure to own, license or otherwise have rights to such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that . The Intellectual Property of the Company infringes and its subsidiaries has not been adjudged by a court or otherwise violates any Intellectual Property rights other administrative body of otherscompetent jurisdiction to be invalid or unenforceable in whole or in part, except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Company is unaware of any facts which could form a reasonable basis for any such claim; and 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 orProspectus, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, (i) there are no third parties who have or established or, to the knowledge of the Company, will be able to establish establish, rights to any Intellectual Property described in 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 which the Registration Statement, the Pricing General Disclosure Package and the Prospectus as exclusively owned or exclusively disclose is licensed by to the Company; (ii) to the knowledge of the Company, except as would not reasonably be expected to have a Material Adverse Effect there is no infringement, misappropriation or except for licenses granted in writing other violation by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiaries to any third-parties subsidiaries; (“Exclusive Intellectual Property”); 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 any of its subsidiaries’ rights in or to any Exclusive Intellectual PropertyProperty and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by, or licensed to, the Company and its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that (nor has the validity Company or scope any of its subsidiaries received any claim from a third party that) the Company or its subsidiaries infringe, misappropriate or otherwise violate, or would, upon the commercialization of any Exclusive product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe, misappropriate or otherwise violate, any Intellectual PropertyProperty rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim except action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied with and there has been no material breach or default under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiaries, and all such agreements are in full force and effect; and (vii) the product candidates described in the Registration Statement, the General Disclosure Package or the Prospectus as could not under development by the Company and its subsidiaries fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company and its subsidiaries except, in each case of (ii) through (vii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the Company’s knowledge, there is no patent use thereof or patent application that contains claims that interfere in connection with the issued conduct of their respective businesses or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectotherwise.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses forfor or otherwise have rights which, to the knowledge of the Company, are adequate to use the technology (including but not limited to patented, patentable and unpatented inventions and unpatentable proprietary or other rights to useconfidential information, the inventionssystems or procedures), designs, processes, patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade namessecrets, copyrightsknow how, trade secrets copyrights and other proprietary information works of authorship, computer programs, technical data and information, and other intellectual property (collectively, the “Intellectual Property”) that are or could reasonably be expected to be material to their business as currently conducted or as currently proposed to be conducted (including upon the commercialization of products or services described in the Registration Statement, the Pricing General Disclosure Package and or the Prospectus as being owned under development) or licensed the development, manufacture, operation and sale of any products and services sold or proposed to be sold by them; to any of the Company’s knowledge and except Company or its subsidiaries. Except as described disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, (i) the Company and its subsidiaries ownhave not received any written notice of any claim of infringement, misappropriation or other violation of rights relating to Intellectual Property, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates may render any Intellectual Property rights invalid, unenforceable or inadequate to protect the interest of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To subsidiaries; and (ii) to the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by knowledge of the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property of the Company and any of its subsidiaries is not being infringed, misappropriated or otherwise violated by any person, except as would not reasonably be expected where the failure to have a Material Adverse Effect; and to such rights would not, individually or in the Company’s knowledgeaggregate, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration StatementStatement and the Prospectus or as could not reasonably be expected to result in a Material Adverse Effect, to the Pricing Disclosure Package Company’s knowledge (i) the Company and its subsidiaries own, possess, license or can acquire or license 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 and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted in the manner described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), and (ii) the conduct of their respective businesses does not and will not conflict in any material respect with any valid and enforceable Intellectual Property rights of others. Except as described in the Registration Statement and the Prospectus, the Company and its subsidiaries ownhave not received any notice of any claim of infringement, misappropriation or have obtained valid and enforceable licenses for, or other conflict with any intellectual property rights to use, the inventionsof another in connection with its patents, patent applications, patentspatent rights, trademarks (both registered and unregistered)licenses, inventions, trademarks, service marks, trade names, copyrights, trade secrets copyrights and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not know-how which could reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have result in a Material Adverse Effect, and the Company is unaware of any facts which could would form a reasonable basis for any such notice or claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, (i) there are no third parties who have or will be able to establish party rights to any of the Intellectual Property described that is disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus as exclusively owned or exclusively licensed by the Company, except Company (the “Company Intellectual Property”); and (ii) there is no material infringement by third parties of any of the Company Intellectual Property. Except as would disclosed in the Registration Statement and the Prospectus or as could not reasonably be expected to have result in a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); Effect, 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 rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except action, suit, proceeding or claim; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement and the Prospectus as could not reasonably be expected under development, infringe, misappropriate, or 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. To the knowledge of the Company, the Company and its subsidiaries have complied with the terms of each agreement pursuant to have a Material Adverse Effect; 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, and except as is disclosed in the Registration Statement and the Prospectus, there is are no patent or patent application that contains claims that interfere with the issued or pending claims of material defects in any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent patents or patent application of applications included in the Exclusive Company Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse EffectProperty.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries subsidiary own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to useuse technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, systems or procedures), designs, processes, licenses, patents, patent applications, patentstrademarks, trademarks (both registered service marks, trade and unregistered)service xxxx registrations, trade secrets, trade names, copyrightsknow how, trade secrets copyrights and other proprietary works of authorship, computer programs, technical data and information and other intellectual property (collectively, the “Intellectual Property”) that are or would reasonably be expected to be material to their business as currently conducted or as currently proposed to be conducted (including upon the commercialization of products or services described in the Registration Statement, the Pricing General Disclosure Package and or the Prospectus as being owned under development) or licensed by them; to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company or its subsidiary. The Company’s knowledge and except Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable in whole or in part. Except as described disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, (i) to the knowledge of the Company, there are no third parties who have or, or who will be able to establish rights to any Intellectual Property owned by, or licensed to, the Company and or its subsidiaries ownsubsidiary, or have obtained valid and enforceable licenses except for, or other and to the extent of, the ownership rights to use, all of the owners of the Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in which the Registration Statement, the Pricing General Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; Prospectus disclose is licensed to the Company’s knowledge; (ii) to the knowledge of the Company, there is no infringement by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiary; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that challenging the Company infringes Company’s rights in or otherwise violates to any Intellectual Property rights of othersowned by, except as would not reasonably be expected to have a Material Adverse Effector licensed to, the Company or its subsidiary, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); iv) 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 validity, enforceability or rights in scope of any Intellectual Property owned by, or to any Exclusive Intellectual Propertylicensed to, the Company and its subsidiary, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that (nor has the validity Company received any claim from a third party that) the Company or scope its subsidiary infringe or otherwise violate, or would, upon the commercialization of any Exclusive Intellectual Propertyproduct or service as described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or otherwise violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of another, and the Company is and its subsidiary are unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (vi) to the knowledge of the Company, no employee of the Company is 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 knowledge, there is no patent or patent application that contains claims that interfere employment with the issued or pending claims Company; (vii) the Company and its subsidiary have complied with the terms of any each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiary, and all such agreements are in full force and effect; (viii) to the knowledge of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to that may render any patent within the Intellectual Property invalid or that may render any patent application of within the Exclusive Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (ix) to the knowledge of the Company, except there are no material defects in any of the patents or patent applications within the Intellectual Property. Except as would set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiary are not reasonably be expected obligated or under any liability whatsoever to have a Material Adverse Effectmake any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid valid, binding and enforceable licenses for, or other rights to useuse on reasonable terms, the inventions, patents and patent applications, patentscopyrights, trademarks (both registered and unregistered)trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, service names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information (collectivelyor confidential information, systems or procedures) used in the conduct of, or necessary for the proposed conduct of, the “Intellectual Property”) respective businesses of the Company and its subsidiaries in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them(collectively, the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights knowledge of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the patents, trademarks, and copyrights included within the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); Property are valid, enforceable, and subsisting, and 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 rights in or to scope of any Exclusive Company Intellectual Property, and in each case which, singly or in the Company is unaware aggregate, if the subject of any facts which an unfavorable decision, ruling or finding, would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse EffectEffect on the Company; other than as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging that the validity Company or scope any of its subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any Exclusive product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate any rights of others 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 PropertyProperty 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 which 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 claim except 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 could not reasonably be expected 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 a Material Adverse Effectrights have been duly and properly filed and maintained; 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 knowledge of the Intellectual Property except as would not reasonably be expected to Company, the parties prosecuting such applications have a Material Adverse Effect; complied with their duty of candor and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed disclosure to the U.S. Patent and Trademark Office, except as 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 not reasonably be expected preclude the grant of a patent in connection with any such application or could form the basis of a finding of invalidity with respect to any patents that have a Material Adverse Effectissued with respect to such applications.

Title to Intellectual Property. The Company and its subsidiaries own, or possess valid and enforceable licensed rights to use, all patents, patent applications, trademarks and trademark registrations, service marks, trade names, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and, to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such valid rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries ownhave 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. To the Company’s knowledge: (i) there are no third parties who have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “any Intellectual Property”) described , except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by or licensed by them; to the Company’s knowledge Company or its subsidiaries; and (ii) except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all there is no infringement by third parties of any Intellectual Property used in, or necessary for the conduct of, their respective businesses Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual 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 rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim action, suit, proceeding or claim; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, 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, 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 are in material compliance with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, except as could not reasonably be expected to have a Material Adverse Effect; to . To the Company’s knowledge, there is no 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 or patent application that contains claims that interfere with the issued or pending claims of any of applications included in the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effectbeen complied with; and to in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company’s knowledgeCompany owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, there is no prior art material to directors or employees or otherwise in violation of the rights of any patent persons. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or its subsidiaries fall within the scope of the claims of one or more patents or patent application of applications owned by, or exclusively licensed to, the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse EffectCompany or its subsidiaries.

Title to Intellectual Property. The Company and its subsidiaries own, or possess valid and enforceable licensed rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and, to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. 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 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. 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 owned by or licensed to the Company or its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual 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 rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except action, suit, proceeding or claim; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Disclosure Documents as could not reasonably be expected under development, infringe, misappropriate, or 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 pursuant to have a Material Adverse Effect; 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 is are no patent or patent application that contains claims that interfere with the issued or pending claims of material defects in any of the patents or patent applications included in the Intellectual Property except as would not reasonably be expected Property. The Company and its subsidiaries have taken all reasonable steps to have a Material Adverse Effect; 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, there is no prior art material to any patent or patent application employee of the Exclusive Intellectual Property that Company is in or has not been disclosed 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 U.S. 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 OfficeOffice 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, except as would not reasonably be expected to all such requirements have a Material Adverse Effectbeen complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.

Title to Intellectual Property. (A) Except as described disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, : (i) the Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, possess or other can obtain on reasonable terms adequate rights to useuse all uniform resource locators (URLs), the inventionspatents, patent applications, patents, trademarks (both registered and unregistered), service marks, trade names, copyrightstrademark registrations, trademark applications, service xxxx registrations, service xxxx applications, domain names, copyrights (both registered and unregistered), copyright applications, licenses, inventions and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures), software and other intellectual property rights (collectively, the “Intellectual Property”) described in material for the Registration Statementconduct of their respective businesses as they are currently conducted or proposed to be conducted, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, ; (B) The representations and warranties in this Section 3(s)(B) apply solely with respect to Intellectual Property that is material for the conduct of the respective businesses of the Company and its subsidiaries ownas they are currently conducted or proposed to be conducted, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by representations and warranties in this Section 3(s)(B) shall apply with respect to inbound licenses to “off the shelf” or “click through” software that is licensed to the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officerssubsidiaries on a non-exclusive basis. Except as disclosed in the Registration Statement, directors or employees. To the Time of Sale Information and the Prospectus: (i) to the Company’s knowledge, there are no third parties who have established, or at the time of the Time of Sale Information will be able to establish establish, ownership rights to any Intellectual Property described in owned by 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, the Pricing Disclosure Package Time of Sale Information and the Prospectus as exclusively owned or exclusively disclose is licensed by to the Company; (ii) to the Company’s knowledge, except as would not reasonably be expected to have a Material Adverse Effect there is no infringement, misappropriation or except for licenses granted in writing violation by third parties of any Intellectual Property owned by the Company or its subsidiaries subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit or proceeding by others challenging the Company’s or its subsidiaries’ rights in or to any third-parties (“Exclusive such Intellectual Property”), and neither the Company nor any of its subsidiaries is aware of any facts that, to the Company’s knowledge, could form a reasonable basis for any such action, suit or proceeding; (iv) (A) 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 has not been adjudged invalid or unenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, (B) with respect to Intellectual Property owned by the Company or its subsidiaries, there is no pending or, to the Company’s knowledge, threatened action, suit or proceeding by others challenging the validity, enforceability or scope of any Intellectual Property, (C) with respect to Intellectual Property licensed to the Company or its subsidiaries, to the Company’s knowledge there is no pending or threatened action, suit or proceeding by others challenging the validity, enforceability or scope of any such Intellectual Property, and (D) neither the Company nor any of its subsidiaries is aware of any facts that, to the Company’s knowledge, could form a reasonable basis for any such action, suit or proceeding; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that the Company or any of its subsidiaries infringes or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of its subsidiaries is aware of any facts that, to the Company’s ownership or rights in or to any Exclusive Intellectual Propertyknowledge, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except as could action, suit or proceeding; (vi) the Company and its subsidiaries currently comply in all material respects with the terms of any agreement pursuant to which Intellectual Property has been licensed to the Company or any of its subsidiaries, and all such agreements are in full force and effect; (vii) the Company has not reasonably be expected to have a Material Adverse Effect; there is no pending been notified of any inventorship challenges nor has an interference proceeding been initiated or, to the Company’s knowledge, been declared or threatened action, suit, proceeding or claim by others challenging the validity or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected with respect to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; patent applications of the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries is aware of any facts that, to the Company’s knowledge, could form a reasonable basis for any such challenge or interference; and (viii) to the knowledge of the Company, there is no prior art or other material to fact that would render any patent or patent application of within the Exclusive Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office as required by the rules and regulations of the U.S. Patent and Trademark Office. (C) To the Company’s knowledge, except as no employee of the Company or any of its subsidiaries is the subject of any claim, proceeding or investigation involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of the Company’s subsidiaries or actions undertaken by the employee while employed with the Company or any of the Company’s subsidiaries and the consequences of such violation would not reasonably be expected to have a Material Adverse Effect. (D) Except as previously provided to the Underwriters, neither the Company nor any of its subsidiaries has received any notice of any claim of infringement or conflict with any Intellectual Property rights of others during the last two years and, to the Company’s knowledge, no such notice or claim was received more than two years ago that remains unresolved. (E) Each current employee of the Company and its subsidiaries, each employee of the Company and its subsidiaries who departed between September 30, 2006 and the date hereof and the Company’s contractor research and development firm have signed invention assignment agreements with the Company.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, (A) the Company and its subsidiaries own, Subsidiaries own or have obtained valid and enforceable licenses for, or other rights to useunder the patents, the licenses, inventions, patent applicationscopyrights, patentsknow how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, trademarks (both registered and unregisteredsystems or procedures), trademarks, service marks, trade names, copyrightsdomain names, trade secrets software and other all similar types of intellectual property and proprietary information rights (including all registrations and applications for registration of any of the foregoing and all goodwill associated with any of the foregoing) (collectively, the “Intellectual Property”) necessary for the conduct, or the proposed conduct, of the business of the Company and its Subsidiaries in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, except as where the failure to own or have valid and enforceable licenses or other rights would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) to the knowledge of the Company, none of the Intellectual Property owned by or exclusively licensed to the Company and its Subsidiaries has been adjudged invalid or unenforceable, and to the Company’s knowledge, such Intellectual Property is subsisting; (C) neither the Company nor any of its Subsidiaries is 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 of the Company and its Subsidiaries; (D) there is no pending or threatened action, suit, proceeding or claim by others alleging that the Company infringes or any of its Subsidiaries has infringed, misappropriated or otherwise violates violated any Intellectual Property rights of others, except as would not reasonably be expected including with respect to have a Material Adverse Effectany use of the Company’s or any of its Subsidiaries’ products, product candidates, services, processes or Intellectual Property, and to the Company’s knowledge, no such action, suit, proceeding or claim has been threatened in writing; (E) to the knowledge of the Company, the Company is unaware and its Subsidiaries have not infringed, misappropriated or otherwise violated any Intellectual Property right of any facts which could form a reasonable basis for third party, and neither the sale, use nor other exploitation of any such claimof the discoveries, inventions, products, product candidates, services or processes of the Company or any of its Subsidiaries referred to in the Registration Statement, the General Disclosure Package or the Prospectus do or will infringe, misappropriate or otherwise violate any Intellectual Property right of any third party; and (F) none of the Intellectual Property or 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 material violation of any contractual obligation binding on the Company or any of its Subsidiaries or, to the Company’s knowledge, binding upon any of its their officers, directors or employees. To ; (G) to the knowledge of the Company’s knowledge, there are no third parties who have party has any ownership right in or will be able to establish rights to any 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 right in or to any Intellectual Property of the Company or any of its Subsidiaries in any field of use for which the Company or any of its Subsidiaries purports to hold exclusive rights, as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as exclusively Prospectus; (H) to the knowledge of the Company, there is no material infringement, misappropriation or other violation by any third parties of any Intellectual Property owned by or exclusively licensed by to the CompanyCompany or any of its Subsidiaries and there is no pending action, except as would not reasonably be expected to have a Material Adverse Effect suit, proceeding or except for licenses granted in writing claim by the Company or any of its subsidiaries to Subsidiaries alleging any third-parties (“Exclusive Intellectual Property”); there is no pending orsuch infringement, misappropriation or other violation, and, to the Company’s knowledge, no such action, suit, proceeding or claim has been threatened in writing by the Company or any of its Subsidiaries; (I) there is no pending action, suit, proceeding or claim by others challenging the Company’s ownership or any of its Subsidiaries’ rights in or to any Exclusive Intellectual Property, and Property of the Company or any of its Subsidiaries and, to the Company’s knowledge, no such action, suit, proceeding or claim has been threatened in writing; and (J) there is unaware no pending action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any facts which would form a reasonable basis for Intellectual Property owned by or exclusively licensed to the Company or any of its Subsidiaries and, to the Company’s knowledge, no such action, suit, proceeding or claim except has been threatened in writing. Except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, the Company and its Subsidiaries are in compliance with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company’s knowledgeCompany or any of its Subsidiaries, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Exclusive Intellectual Propertyall such agreements are in full force and effect, and the Company is unaware of any facts which would form a reasonable basis for any there have been no material breaches or defaults under such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectagreements.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses forfor or otherwise have rights which, to the knowledge of the Company, are adequate to use technology (including but not limited to patented, patentable and unpatented inventions and unpatentable proprietary or other rights to useconfidential information, the inventionssystems or procedures), designs, processes, patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade namessecrets, copyrightsknow how, trade secrets copyrights and other proprietary information works of authorship, computer programs, technical data and information, and other intellectual property (collectively, the “Intellectual Property”) that are or could reasonably be expected to be material to their business as currently conducted or as currently proposed to be conducted (including upon the commercialization of products or services described in the Registration Statement, the Pricing General Disclosure Package and or the Prospectus as being owned under development) or licensed the development, manufacture, operation and sale of any products and services sold or proposed to be sold by them; to any of the Company or its subsidiaries. The Company’s knowledge and except Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. Except as described disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, (i) there are no third parties who have or or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property described in 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 which the Registration Statement, the Pricing General Disclosure Package and the Prospectus as exclusively owned or exclusively disclose is licensed by to the Company; (ii) to the knowledge of the Company, except as would not reasonably be expected to have a Material Adverse Effect there is no infringement by third parties of any Intellectual Property owned by, or except for licenses granted in writing by licensed to, the Company or its subsidiaries to any third-parties subsidiaries; (“Exclusive Intellectual Property”); 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 rights in or to any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware has no knowledge of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, 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 Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company and its subsidiaries, and the Company is unaware has no knowledge of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding 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 received any claim from a third party that) the Company or its subsidiaries infringe or otherwise violate, 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 and its subsidiaries have no knowledge of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) 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) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effector that challenges the validity, enforceability or scope of any of the Intellectual Property; and to (viii) the Company’s knowledge, there is Company has no knowledge of prior art material to that may render any patent or patent application of within the Exclusive Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; (ix) the product candidates described in the Registration Statement, except the General Disclosure Package or the Prospectus as would under development by the Company and its subsidiaries fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company and its subsidiaries; (x) to the Company’s knowledge, (a) 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; (b) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (c) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property has been complied with and in all foreign offices having similar requirements, all such requirements have been complied with, in each case in all material respects; and (xi) the Company and its subsidiaries are not reasonably be expected presently obligated or under any liability whatsoever to have a Material Adverse Effectmake any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise.

Title to Intellectual Property. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company owns, has valid and enforceable licenses for or otherwise has adequate rights to use all technology (including but not limited to patented, patentable and unpatented inventions and unpatentable proprietary or confidential information, systems or procedures), designs, processes, patents, trademarks, service marks, trade secrets, trade names, know how, copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, “Intellectual Property”) that are or could reasonably be expected to be material to their business as currently conducted or as proposed to be conducted, including the development, manufacture, operation and sale of any of the Company’s products or product candidates, as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as where the failure to own, license or otherwise have rights to such Intellectual Property would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Intellectual Property of the Company has not been adjudged by a court or other administrative body of competent jurisdiction invalid or unenforceable in whole or in part, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (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 owned by or licensed to the Company, except for, and to the extent of, the rights of any third parties that are licensees of such Intellectual Property; (ii) to the Company’s knowledge, there is no infringement, misappropriation or other violation by third parties of any Intellectual Property owned by, or licensed to, the Company; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that against the Company infringes challenging the Company’s rights in or otherwise violates to any Intellectual Property rights of othersowned by, except as would not reasonably be expected to have a Material Adverse Effector licensed to, the Company, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company challenging the validity, enforceability or scope of any Intellectual Property owned by, or licensed to, the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging against the validity Company that (nor has the Company received any written claim from a third party that) the Company infringed, misappropriated or scope otherwise violated, or is infringing, misappropriating or otherwise violating, any intellectual property rights of any Exclusive Intellectual Propertyothers, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except action, suit, proceeding or claim; (vi) the Company has complied with and there has been no breach or default by the Company under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect; and (vii) all of the Company’s products or product candidates as could not described in the Registration Statement, the General Disclosure Package or the Prospectus are covered by one or more claims of at least one issued patent or pending patent application owned by, or exclusively licensed to, the Company, except, in each case of (i) through (vii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company is not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the Company’s knowledge, there is no patent use thereof or patent application that contains claims that interfere in connection with the issued conduct of its businesses or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectotherwise.

Title to Intellectual Property. Except for specific matters the Company is aware of that are accurately described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company owns, licenses, otherwise possesses, or can promptly acquire on commercially reasonable terms, adequate rights to use all inventions, patents, trademarks, service marks, trade names, domain names, copyrights, licenses, technology, know-how, trade secrets and other intellectual property and proprietary or confidential information, systems or procedures (including all goodwill associated with, and all registrations and applications for registration of, the foregoing) (collectively, “Intellectual Property”) necessary for or material to the conduct of its businesses as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted by it. Except for specific matters the Company is aware of that are accurately described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the conduct of the business of the Company, has not infringed, misappropriated or otherwise violated any Intellectual Property of others in any material respect, and to the knowledge of the Company, the conduct of the business of the Company as proposed in the Registration Statement, the Pricing Disclosure Package and its subsidiaries ownthe Prospectus to be conducted by it will not infringe, misappropriate or otherwise violate the Intellectual Property of others in any material respect. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim (i) challenging the Company’s rights in or to, or have obtained valid and enforceable licenses foralleging the violation of any of the terms of, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “any of its Intellectual Property”; (ii) alleging that the Company has infringed, 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 owned by or exclusively or co-exclusively licensed to the Company. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to expected, individually or in the Company’s knowledgeaggregate, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, all Intellectual Property owned or licensed by the Company is, to the knowledge of the Company, valid and enforceable, is solely owned, licensed or co-licensed 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 otherwise violated any Intellectual Property owned by or exclusively or co-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 unaware of any facts which could form a reasonable basis for any contingent upon maintaining the confidentiality thereof, and no such claim; Intellectual Property has been disclosed other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and none advisors of the technology employed Company, all of whom are bound by written obligations to maintain the Company has been obtained confidentiality thereof, except for disclosures that would not, individually or is being used by in the Company in violation of any contractual obligation binding on the Company oraggregate, to the Company’s knowledge, upon any of its officers, directors or employeeshave a Material Adverse Effect. To the knowledge of the Company’s knowledge, there are no third all founders, current and former employees, contractors, consultants and other parties who have or will be able to establish rights to any involved in the development of Intellectual Property described for the Company have signed confidentiality and invention assignment agreements with the Company, pursuant to which the Company either (x) has obtained ownership of and is the exclusive owner of such Intellectual Property, or (y) has obtained a valid right to 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 as exclusively owned or exclusively licensed by the Company, except as would not reasonably to be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectconducted.

Title to Intellectual Property. Except as described otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus, the Company and Company, including its subsidiaries Subsidiaries, own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) intellectual property described in the Registration Statement, the Pricing General Disclosure Package and or the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, them or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or which are necessary for the conduct of, their respective of the Company’s and its Subsidiaries’ businesses as described in the Registration Statementcurrently conducted or as currently proposed to be conducted (collectively, the Pricing Disclosure Package and the Prospectus“Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and 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 Effect on the Company orand its Subsidiaries taken as a whole, to and except as enforceability of any licenses may be limited by bankruptcy and other similar laws affecting the Company’s knowledge, upon any rights of its officers, directors or employeescreditors generally and general principles of equity. To the Company’s knowledge, 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 others. To the Company’s knowledge: (i) there are no third parties who have or will be able to establish rights to any registered Intellectual Property, other than any co-owner of any patent constituting Intellectual Property described 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 the Registration Statement, the Pricing Disclosure Package such patent application; and the Prospectus as exclusively owned or exclusively licensed (ii) there is no infringement by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to third parties of any third-parties (“Exclusive Intellectual Property”); there . 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 rights in or to any Exclusive Intellectual Property, and the Company is unaware not aware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware not aware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the 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 not aware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to have a Material Adverse Effect; which Intellectual Property has been licensed to the Company’s knowledgeCompany or any Subsidiary, there is and all such agreements are in full force and effect. There are no patent or patent application that contains claims that interfere with the issued or pending claims of material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of nondisclosure and confidentiality agreements. The Intellectual Property except described in the Registration Statement, the General Disclosure Package or the Prospectus as would not reasonably be expected to have a Material Adverse Effect; and to under development by the Company’s knowledge, there is no prior art material to Company or any patent or patent application Subsidiary fall within the scope of the Exclusive Intellectual Property that has not been disclosed to claims of one or more patents owned by, or exclusively licensed to, the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse EffectCompany or any Subsidiary.

Title to Intellectual Property. Except The Company and its subsidiaries own, or possess valid and enforceable licenses or other sufficient rights to practice under or to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) in each case, owned or otherwise controlled by the Company or its subsidiaries and used in their respective businesses as currently conducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information Prospectus (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to ). To the Company’s knowledge and except as described in the Registration Statementknowledge, the Pricing Disclosure Package and the Prospectus, the Company conduct of its and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their subsidiaries’ respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus (“Disclosure Documents”)) do not currently and will not upon commercialization infringe, or misappropriate or otherwise conflict with any valid intellectual property rights of a third party, except as any such infringement, misappropriation or other conflict that would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; to . To the Company’s knowledge, the Intellectual Property owned by the Company has not been adjudged by a court of competent jurisdiction (excluding ordinary course patent prosecution activities) to be invalid or unenforceable, in whole or in part. Except as disclosed in the Disclosure Documents: (i) to the Company’s knowledge 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 Disclosure Documents” 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 Intellectual Property except any such infringement that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as disclosed in the Disclosure Documents, the Company is not in receipt of any pending or threatened in writing action, suit, proceeding or claim by any third party: (A) challenging the Company’s rights in or to any Intellectual Property, except any such pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; or (B) challenging the validity, and the Company is unaware enforceability or scope of any facts which could form a reasonable basis for Intellectual Property, except any such claim; and none of the technology employed by the Company has been obtained pending or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which that would form a reasonable basis for any such claim except as could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; there is no pending or. Except as disclosed in the Disclosure Documents, the Company and its subsidiaries have complied with the material terms of each material agreement pursuant to which Intellectual Property has been licensed to the Company’s knowledge, threatened action, suit, proceeding Company or claim by others challenging the validity or scope of any Exclusive Intellectual Propertyits subsidiaries, and the Company is unaware of all such agreements are in full force and effect, except any facts which non-compliance that would form a reasonable basis for any such claim except as could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; to . To the Company’s knowledge, except as disclosed in the Disclosure Documents, there is are no patent material defects of form in the preparation or patent application that contains claims that interfere with the issued or pending claims filing of any of the issued patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken commercially reasonable steps to obtain executed nondisclosure, confidentiality agreements and invention assignment agreements with their employees, and except as disclosed in the Disclosure Documents, 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 the Intellectual Property and such employee’s employment with the Company, except as any non-compliance by such employees would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; and to . To the Company’s knowledge, there is no prior art material to any patent or patent application the duty of candor and disclosure as required by the Exclusive Intellectual Property that has not been disclosed to the U.S. United States Patent and Trademark OfficeOffice 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 during the prosecution of the United States and foreign patents and patent applications, except as would not reasonably be expected to applicable, included in the Intellectual Property owned by the Company have a Material Adverse Effectbeen complied with.

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material foreign and U.S. patents and all patent rights associated therewith, patent applications, inventions, registered and unregistered trademarks and service marks and all rights associated therewith, trade names, trade dress, trademark registrations, service xxxx registrations, copyrights, databases and rights associated with databases, moral rights, licenses, trade secrets and all rights associated with trade secrets, domain names, proprietary processes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights, including registrations and applications for registrations thereof (collectively, “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, the conduct of their respective businesses will not infringe any valid issued patent claim, or, except as would not reasonably be expected to have a Material Adverse Effect, infringe, misappropriate or otherwise violate any Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Intellectual Property owned by the Company and its subsidiaries ownhas not been adjudged invalid or unenforceable, in whole or have obtained valid and enforceable licenses forin part, by a court, regulatory or administrative agency or commission or other rights to usegovernmental authority of competent jurisdiction, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”ii) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that challenging the Company infringes ownership, validity, enforceability or otherwise violates scope of any such Intellectual Property, excluding office actions before the U.S. Patent and Trademark Office and foreign patent and trademark offices arising in the ordinary course of prosecuting any pending applications included within such Intellectual Property rights of othersand (iii) to the Company’s knowledge, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed Intellectual Property used by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon or any of its officers, directors current or employeesformer employees or independent contractors. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the CompanyProspectus, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); i) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that the Company’s ownership Company infringes, misappropriates or rights in or to otherwise violates any Exclusive Intellectual Property, and (ii) the Company has not received any notice of infringement of or conflict with any Intellectual Property and (iii) to the knowledge of the Company, there is unaware no infringement, misappropriation, or other violation of any facts which would form a reasonable basis for any such claim the Intellectual Property owned by the Company, in each case, except as could would not be reasonably be expected to have a Material Adverse Effect; there is . There are no pending oroutstanding options, to the Company’s knowledge, threatened action, suit, proceeding licenses or claim by others challenging the validity or scope agreements of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected kind relating to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property Company that has are required to be described in the Time of Sale Prospectus and the Prospectus and are not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectdescribed in all material respects.

Title to Intellectual Property. Except as The Company and each of its Subsidiaries owns or, in the case of certain intellectual property developed under research and collaboration agreements described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, co-owns, or, to the Company and its subsidiaries ownknowledge of the Company, or have obtained valid has valid, binding and enforceable licenses for, or other rights to use, the inventionsunder all patents, patent applications, patentspatent rights, trademarks licenses, inventions, copyrights, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, copyrightsdomain names, trade secrets registrations and applications for registration of the foregoing, and other proprietary information (collectivelyintellectual property used in or necessary for the conduct, or the “Intellectual Property”) proposed conduct, of the business of the Company, in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, the “Intellectual Property”), except as being owned or licensed 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 them; to bankruptcy and, other similar laws affecting the rights of creditors generally and general principles of equity. To the Company’s knowledge knowledge, the conduct of the Company’s and except as its Subsidiaries’ respective business (including the development and commercialization of the product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) has not and, to the Company’s knowledge, will not infringe upon or misappropriate any intellectual property rights of others; the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid, enforceable, and subsisting; except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its subsidiaries ownSubsidiaries taken as a whole, or have obtained valid and enforceable licenses for, or other rights to use, all the Intellectual Property used in, or necessary for the conduct of, their respective businesses is free and clear of all material liens and encumbrances. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that neither the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon nor any of its officersSubsidiaries is obligated to pay a material royalty, directors grant a license to, or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights provide other material consideration to any third part in connection with the Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (i) challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others claim; (ii) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except action, suit, proceeding or claim; or (iii) asserting that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus as could not reasonably be expected to have 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 Material Adverse Effect; to reasonable basis for any such action, suit, proceeding or claim. To the knowledge of the Company’s knowledge, there is no patent third party has any ownership right in or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive registered Intellectual Property that has not been disclosed to is owned by the Company, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark OfficeOffice and any co-owner of any patent application constituting Intellectual Property who is named in such patent application. To the knowledge of the Company, except none of the technology employed by the Company or its Subsidiaries in the conduct of the business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or upon any of its officers, consultants, directors or employees. The Company has taken commercially reasonable measures to protect its confidential information and trade secrets and to maintain and safeguard the Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. The product candidate referred to as would not reasonably be expected SM-88, and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company and/or a subsidiary thereof, falls within the scope of the claims of one or more patents owned by or licensed to have a Material Adverse Effectthe Company.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except as would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, (i) the Company and its subsidiaries own, or possess the right to use, all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks ; (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”ii) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statementknowledge, the Pricing Disclosure Package and conduct of the Prospectus, the Company Company’s and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their subsidiaries’ respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus does not infringe, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes misappropriate or otherwise violates conflict with any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and third parties; (iii) the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed Intellectual Property owned by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon exclusively licensed to, the Company or any of its officerssubsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, directors in whole or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Propertypart, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected adjudication; (iv) to have a Material Adverse Effectthe Company’s knowledge, there is no infringement by third parties of any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries; (v) there is no pending or, to the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others third parties: (A) challenging the validity Company’s rights in or to any Intellectual Property owned by or, to the Company’s knowledge, exclusively licensed to, the Company or any of its subsidiaries; (B) challenging the validity, enforceability or scope of any Exclusive Intellectual PropertyProperty owned by or, to the Company’s knowledge, exclusively licensed to, the Company or any of its subsidiaries; or (C) asserting that the Company or its subsidiaries infringe, misappropriate or otherwise violate, 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 of third parties, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (vi) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere the Company and its subsidiaries have complied with the issued terms of each agreement to which they are a party and that is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus pursuant to which Intellectual Property has been licensed to the Company or pending claims of any of its subsidiaries, and all such agreements are in full force and effect; and (vii) the Company and its subsidiaries have taken all commercially reasonable steps to protect, maintain and safeguard the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; owned by the Company or any of its subsidiaries, including the execution of appropriate nondisclosure, confidentiality and invention assignment agreements with their employees, and, to the Company’s knowledge, there is no prior art material to any patent or patent application employee of the Exclusive Intellectual Property that Company is in or has not been disclosed in material violation of any term of any nondisclosure, confidentiality or invention assignment agreement to or with a former employer where the U.S. Patent and Trademark Office, except as would not reasonably be expected basis of such violation relates to have a Material Adverse Effectsuch employee’s employment with the Company.

Title to Intellectual Property. The Company and its subsidiaries own, or possess valid and enforceable licensed rights to 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, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (collectively, “Intellectual Property”), and, to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. 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 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. 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 owned by or licensed to the Company or its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual 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 rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except action, suit, proceeding or claim; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Disclosure Documents as could not reasonably be expected under development, infringe, misappropriate, or 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 pursuant to have a Material Adverse Effect; 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 is are no patent or patent application that contains claims that interfere with the issued or pending claims of material defects in any of the patents or patent applications included in the Intellectual Property except as would not reasonably be expected Property. The Company and its subsidiaries have taken all reasonable steps to have a Material Adverse Effect; 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, there is no prior art material to any patent or patent application employee of the Exclusive Intellectual Property that Company is in or has not been disclosed 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 U.S. 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 OfficeOffice 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, except as would not reasonably be expected to all such requirements have a Material Adverse Effectbeen complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.

Title to Intellectual Property. Except as described would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, or other possess rights to use, the inventionsall patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted (collectively, the “Intellectual Property”), and (ii) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except knowledge, the conduct of their respective businesses does not infringe, misappropriate or otherwise conflict in any respect with any such rights of others. Except as described would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries ownhave not received any notice of any claim of infringement, misappropriation or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates conflict with any Intellectual Property intellectual property rights of others, except as would not reasonably be expected to have a Material Adverse Effectanother, and the Company is unaware of any facts which could would form a reasonable basis for any such notice or claim; and 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, (ii) to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are is no infringement by third parties who have or will be able to establish rights to of any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties subsidiaries, and (“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 rights in or to any Exclusive Intellectual Property, and asserting that the Company is unaware or its subsidiaries infringe, misappropriate, or otherwise violate any intellectual property rights of any facts which others. Except as would form a reasonable basis for any such claim except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; there is no pending or, the Company and its subsidiaries have taken all reasonable steps to the Company’s knowledgeprotect, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Exclusive maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is unaware in or has been in violation of any facts which would form 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 reasonable former employer where the basis for any of such claim except as could not reasonably be expected violation relates to have a Material Adverse Effect; to such employee’s employment with the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except as disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, the Company and its subsidiaries own, possess, license or can obtain on reasonable terms adequate rights to use all material patents, patent applications, inventions, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names, copyrights, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property described in the Registration Statement, Pricing Disclosure Package and Prospectus or otherwise necessary for the conduct of their respective businesses (“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 or conflict with any such rights of others that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, there are no valid and enforceable rights of third parties to the Intellectual Property that are or would be materially infringed by the business currently conducted by the Company and its subsidiaries. Except as would not, alone or in the aggregate, have a Material Adverse Effect, all Intellectual Property owned by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions, and the Company is not aware of any basis for a finding that any of the Intellectual Property is invalid or unenforceable. The Company and its subsidiaries have taken all commercially reasonable actions to maintain and protect all registered Intellectual Property owned by the Company or its subsidiaries, including payment of applicable maintenance fees, filing of applicable statements of use and timely response to office actions. The representations and warranties in this Section 3(s) apply solely with respect to Intellectual Property that is material for the current conduct of the respective businesses of the Company and its subsidiaries, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by representations and warranties in clause (i) of this Section 3(s) shall apply with respect to inbound licenses to “off the shelf” or “click through” software that is licensed to the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have subsidiaries on a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any thirdnon-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectexclusive basis.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries ownowns, or have obtained possesses, valid and enforceable licenses for, license rights or other rights to use, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information, know-how, trade secrets secrets, and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures (collectively, the “Intellectual Property”) described in necessary for the Registration Statementconduct of the Company’s business as currently conducted by the Company or, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except knowledge, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct ofbusiness as proposed to be conducted, their respective businesses in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as where the failure to own, possess or license such rights would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . 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. To the Company’s knowledge, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there is are no pending material defects of form in the preparation or threatened action, suit, proceeding filing of any of the patents or claim by others that patent applications included in the Intellectual Property; (ii) the Company infringes or otherwise violates any Intellectual Property rights has taken reasonable steps to obtain executed nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, (iii) no employee of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware in or has been in violation of any facts which could form 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 reasonable former employer where the basis for any of such claimviolation relates to such employee’s employment with the Company, (iv) 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; and (v) none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company orCompany; (vi) there are no third parties who have rights to any Intellectual Property owned by the Company, except for non-exclusive out-licenses to such Intellectual Property granted in the ordinary course of business; and (vii) there is no infringement by third parties of any Intellectual Property owned or licensed to the Company; in each case that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the Company’s knowledge, there is no pending, or threatened in writing, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property owned by or licensed to the Company; (B) challenging the validity, enforceability or scope of any Intellectual Property owned by or licensed to the Company; or (C) asserting that the Company materially infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus as under development, materially infringe, misappropriate, or otherwise violate, any intellectual property rights of its officers, directors or employeesothers. To the Company’s knowledge, there are no third parties who have or will be able all agreements pursuant to establish rights to any which Intellectual Property has been licensed to the Company are in full force and effect. The lead product candidate described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing under development by the Company falls within the scope of the claims of one or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending ormore patents or patent applications owned by, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries each own or possess the right to use all material patents, patent rights, trademarks, trade names, service marks and service names (including all goodwill associated with use of the same), copyrights, license rights, inventions, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential 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 (“Intellectual Property”) used by them in the conduct of their business as conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”); provided that the foregoing representation is made only to the Company’s knowledge as it concerns third party patent rights and trademark rights. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights (i) to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. 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 the owners of Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively which is licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries subsidiaries; (ii) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or any of its subsidiaries’ rights in or to any third-parties (“Exclusive 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 action, suit, proceeding or claim; (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 rights in or to scope of any Exclusive Company Intellectual Property, and neither the Company nor any of its subsidiaries is unaware aware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, 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 or scope any of its subsidiaries infringes or misappropriates any Exclusive Intellectual PropertyProperty or other proprietary rights of others, and neither the Company nor any of its subsidiaries is unaware aware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, 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 of the Company Intellectual Property except as would not reasonably be expected to have a Material Adverse EffectProperty; and (vi) to the Company’s knowledge, there no Company Intellectual Property has been obtained or is no prior art material to being used by the Company or any patent of its subsidiaries in violation of any contractual obligation binding on the Company or patent application any of its subsidiaries, or otherwise in violation of the Exclusive 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 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 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 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 been disclosed limited to the U.S. Patent GNU General Public License, GNU Lesser General Public License and Trademark OfficeGNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open 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, except as would not reasonably 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 expected to have a Material Adverse Effect(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. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, or have obtained and maintain valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, service marks, trade names, service names, domain names, copyrights, technology, know-how, trade secrets and other proprietary information (collectively, the “Intellectual Property”) intellectual property described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as being owned or licensed by them; them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to the Company’s knowledge and except be conducted as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus (collectively, “Intellectual Property”), and, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and is unaware of any claim to the contrary or any challenge by any other person to the rights of the Company or any of its subsidiaries ownwith respect to the Intellectual Property. To the Company’s knowledge, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses except as described otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, except Prospectus or as would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; : (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as licensed to the Company’s knowledgeCompany or one or more of its subsidiaries, and (ii) there is no pending infringement, misappropriation or threatened action, suit, proceeding or claim other violation by others that the Company infringes or otherwise violates third parties of any Intellectual Property rights of othersProperty. Except as otherwise disclosed in the Registration Statement, except the General Disclosure Package and the Prospectus or as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, litigation, arbitration, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to (or use of) any Intellectual Property and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, litigation, arbitration, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property and none the Company is unaware of any facts which would form a reasonable basis for any such action, suit, litigation, arbitration, proceeding or claim; 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, the General Disclosure Package or the Prospectus, infringe, misappropriate or otherwise violate, any patent, trademark, service xxxx, trade name, service name, copyright, know-how, trade secret or other intellectual property or proprietary rights of others and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, litigation, arbitration, proceeding or claim. The Company and its subsidiaries (and, to the Company’s knowledge, the other parties thereto) have complied (and are in compliance) in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, no counterparty thereto has asserted the existence of any default thereunder by the Company or any of its subsidiaries, and all such agreements are in full force and effect and are valid, binding upon, and enforceable by or against the Company or such subsidiary (and, to the Company’s knowledge, the other parties thereto), as applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and general equitable principles. None of the technology or other intellectual property employed by the Company or any of its subsidiaries has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, upon any of its officers, directors or employees. To employees of the Company or any of its subsidiaries, and to the Company’s knowledge, there none of its or its subsidiaries’ employees are no 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 the basis of such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign intellectual property to an employer, or obligation not to use third-party intellectual property or other proprietary rights of a third parties who party, except for any such violations as would not reasonably be expected, individually or in the aggregate, to have or will be able to establish rights to any Intellectual Property a Material Adverse Effect. The product described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by falls within the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except owned by, or exclusively licensed in certain jurisdictions as would described in the Registration Statement, the General Disclosure Package and the Prospectus to, the Company or any subsidiary. The Company and its subsidiaries have taken reasonable steps to protect and maintain the confidentiality of their trade secrets and other confidential Intellectual Property. The Company is not reasonably be expected a party to have a Material Adverse Effect; and or bound by any options, licenses or agreements with respect to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property of any other person or entity that has are required to be set forth in the Registration Statement, the General Disclosure Package or the Prospectus and are not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectdescribed therein.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other otherwise have adequate rights to useuse all technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, patent applicationssystems or procedures), designs, processes, licenses, patents, trademarks (both registered and unregistered)trademarks, service marks, trade secrets, trade names, copyrightsknow how, trade secrets copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary information rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”) described that are material to their business as currently conducted or as proposed to be conducted or to the development, manufacture, operation and sale of any products and services sold or currently proposed to be sold by any of the Company or its subsidiaries, except where the failure to own, license or otherwise have rights to such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; . The Intellectual Property of the Company and its subsidiaries has not been adjudged by a court or other administrative body of competent jurisdiction to be invalid or unenforceable in whole or in part. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none knowledge of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have established or will be are able to establish establish, rights to any Intellectual Property described in 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 which the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus as exclusively owned or exclusively disclose is licensed by to the Company; (ii) to the knowledge of the Company, except as would not reasonably be expected to have a Material Adverse Effect there is no infringement, misappropriation or except for licenses granted in writing other violation by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiaries to any third-parties subsidiaries; (“Exclusive Intellectual Property”); 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 any of its subsidiaries’ rights in or to any Exclusive Intellectual PropertyProperty owned by, and or licensed to, the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effector its subsidiaries; (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 Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company and its subsidiaries; (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that (nor has the Company or any of its subsidiaries received any written claim from a third party that) the Company or its subsidiaries infringe, misappropriate or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe, misappropriate or otherwise violate, any Intellectual Property rights of others; (vi) the Company and its subsidiaries have complied in all material respects with and there has been no material breach or default under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiaries, and the Company is unaware of any facts all such agreements which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; are material to the Company’s knowledge, business are in full force and effect; and (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 except owned by or licensed to the Company or its subsidiaries or that challenges the validity, enforceability or scope of any such Intellectual Property; except, in each case of (ii) through (vii), as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property, with respect to the Company’s knowledge, there is no prior art material to any patent use thereof or patent application in connection with the conduct of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effecttheir respective businesses or otherwise.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, or other possess adequate rights to use, the inventionsuse all material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations and applications, service xxxx registrations and applications, domain names, all goodwill associated with the foregoing, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) and all other similar intellectual property rights (collectively, the “Intellectual Property”) described in necessary for the Registration Statement, conduct of the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPackage, except as where the failure to own or possess such rights would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge. The Company and its subsidiaries have not received any notice of any heretofore unresolved claim of infringement, there is no pending misappropriation or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates other violation of any Intellectual Property rights of others, except as others that would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the CompanyPackage, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); a) 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 's or any of its subsidiaries’ rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which Property that would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; (b) 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 Exclusive Intellectual Property, and Property owned by or licensed to the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as its subsidiaries that would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, (c) there is no prior art material pending or, to any patent or patent application the knowledge of the Exclusive Company, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property rights of others that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except as described in each of the Registration StatementDisclosure Package and the Prospectus, to the Company’s knowledge, the Pricing Company and its subsidiaries own or possess the right to use all patents, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, know-how and other intellectual property rights which are material and necessary for their respective businesses as described in each of the Disclosure Package and the Prospectus, including, without limitation, those intellectual property rights described in each of the Disclosure Package and the Prospectus as being owned by them for the conduct of their respective businesses, except where the failure to own or possess such intellectual property rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Disclosure Package and the Prospectus, the Company and has no knowledge of any claim filed against the Company to the contrary or any written challenge by any other person to the rights of the Company or its subsidiaries ownsubsidiaries, with respect to the foregoing, other than any such claim or have obtained valid and enforceable licenses forchallenge that would not, individually or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; . The Company and its subsidiaries have made all declarations and filings, including, without limitation, assignments and payment of fees, with the appropriate local, state or federal regulatory bodies which are necessary to maintain in full force and effect ownership and possession of the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that intellectual property rights of the Company infringes or otherwise violates any Intellectual Property rights of othersand its subsidiaries, except as where such failure to make the same would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware has not received written notification of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained revocation or is being used by the Company in violation modification of any contractual obligation binding on the Company orintellectual property right, and has no reason to the Company’s knowledgebelieve that any renewable intellectual property right will not be renewed, upon other than any of its officersrevocation, directors modification or employees. To the Company’s knowledgefailure to renew that would not, there are no third parties who have individually or will be able to establish rights to any Intellectual Property described in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or. Neither the Company nor any of its subsidiaries infringes any trademarks, to the Company’s knowledgeservice marks, threatened actiontrade names, suitcopyrights, proceeding trade secrets, licenses, know-how, patents or claim by others challenging the validity other intellectual property or scope franchise right of any Exclusive Intellectual Propertyperson, and other than any infringement or conflict that would not, individually or in the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to aggregate, have a Material Adverse Effect; 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 . Except as described in each of the Intellectual Property Disclosure Package and the Prospectus, and except as any claim that that would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect; and to , no claim has been filed against the Company’s knowledgeCompany or any of its subsidiaries alleging the infringement by the Company or any of its subsidiaries of any patent, there is no prior art material to trademark, service xxxx, trade name, copyright, trade secret, know-how, license in or other intellectual property right or franchise right of any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectperson.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, except as would not reasonably be expected to have result in a Material Adverse EffectChange; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have result in a Material Adverse EffectChange, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have result in a Material Adverse Effect Change or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have result in a Material Adverse EffectChange; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have result in a Material Adverse EffectChange; 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 of the Intellectual Property except as would not reasonably be expected to have result in a Material Adverse EffectChange; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have result in a Material Adverse EffectChange.

Title to Intellectual Property. Except Parent and each Subsidiary (i) owns or possesses a right to use all patents, patent applications, trademarks, service marks, domain names, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, formulae, customer lists, and know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, the “Intellectual Property”) necessary for the conduct of their respective businesses as presently being conducted and as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, except where the Company failure to own or possess the right to use would not reasonably be expected to have a Material Adverse Effect and its subsidiaries own(ii) have no reason to believe that the conduct of their respective businesses does or will conflict with, or and have obtained valid and enforceable licenses fornot received any notice of any claim of conflict with, or other rights any such right of others (except where such conflict with any such right of others would not reasonably be expected to use, the inventions, patent applications, patents, trademarks (both registered and unregisteredhave a Material Adverse Effect), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described . Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; , to the Company’s and the Guarantors’ knowledge, (i) there is no pending or threatened action, suit, proceeding or claim infringement by others that the Company infringes or otherwise violates third parties of any Intellectual Property rights of othersParent or any Subsidiary; except as disclosed in the Registration Statement, except the Time of Sale Information and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); ii) there is no pending or, to the Company’s and the Guarantors’ knowledge, threatened threatened, action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual PropertyProperty of Parent or any Subsidiary; and except as disclosed in the Registration Statement, the Time of Sale Information and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending orProspectus, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and , there is no pending or, to the Company’s and the Guarantors’ knowledge, there is no prior art material to threatened, action, suit, proceeding or claim by others that Parent or any patent Subsidiary infringes or patent application otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectothers.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to useuse all technology (including but not limited to inventions and proprietary or confidential information, the inventionssystems or procedures), patent applicationsdesigns, processes, licenses, patents, trademarks (both registered and unregistered)trademarks, service marks, trade secrets, trade names, copyrightsknow how, trade secrets copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary information rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”) described that are or would reasonably be expected to be material to their business as currently conducted or as proposed to be conducted or to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company or its subsidiaries, except where the failure to own, license or otherwise have rights to such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; reasonably be expected to the Company’s knowledge and except as described result in the Registration Statement, the Pricing Disclosure Package and the Prospectus, a Material Adverse Change. The Intellectual Property of the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, has not been adjudged by a court or other rights administrative body of competent jurisdiction to use, all Intellectual Property used in, be invalid or necessary for the conduct of, their respective businesses as described unenforceable in the Registration Statement, the Pricing Disclosure Package and the Prospectuswhole or in part, except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; to . Except as disclosed in the Company’s knowledgeRegistration Statement and Prospectus, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, (i) there are no third parties who have or established or, to the knowledge of the Company, will be able to establish establish, rights to any Intellectual Property described in the Registration Statementowned by, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Companyto, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement and Prospectus disclose is licensed to the Company; (ii) to the knowledge of the Company, there is no infringement, misappropriation or other violation by third parties of any third-parties Intellectual Property owned by, or licensed to, the Company or its subsidiaries; (“Exclusive Intellectual Property”); 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 any of its subsidiaries’ rights in or to any Exclusive Intellectual PropertyProperty and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by, or licensed to, the Company and its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that (nor has the validity Company or scope any of its subsidiaries received any claim from a third party that) the Company or its subsidiaries infringe, misappropriate or otherwise violate, or would, upon the commercialization of any Exclusive product or service described in the Registration Statement or the Prospectus as under development, infringe, misappropriate or otherwise violate, any Intellectual PropertyProperty rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim except action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied with and there has been no material breach or default under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiaries, and all such agreements are in full force and effect; and (vii) the product candidates described in the Registration Statement or the Prospectus as could not under development by the Company and its subsidiaries fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company and its subsidiaries except, in each case of (ii) through (vii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . Except as set forth in the Registration Statement and Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the Company’s knowledge, there is no patent use thereof or patent application that contains claims that interfere in connection with the issued conduct of their respective businesses or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectotherwise.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, Subsidiaries own or have obtained possess valid and enforceable licenses for, or other rights to use, the inventionsuse all material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) (collectively, the “Intellectual Property”) described used in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, of their respective businesses as described other than such rights in Intellectual Property, which the Registration Statementfailure to own or possess, the Pricing Disclosure Package has not had and the Prospectus, except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; . Except as set forth in the Company SEC Documents filed prior to the Company’s knowledgedate hereof, there is no pending the registrations with and applications to governmental or threatened actionregulatory authorities in respect of such Intellectual Property are valid and in full force and effect, suithave not, proceeding or claim by others that except in accordance with the ordinary course practices of the Company infringes and its Subsidiaries, lapsed, expired or otherwise violates been abandoned (subject to the vulnerability of a registration for trademarks to cancellation for lack of use), except to the extent that such lapse, expiration, or abandonment has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The consummation of the transaction contemplated hereby will not result in the loss or impairment of any rights to use such Intellectual Property or obligate the Investor to pay any royalties or other amounts to any third party in excess of the amounts that would have been payable by Company and its Subsidiaries absent the consummation of this transactions. Except as set forth in the Company SEC Documents filed prior to the date hereof, (i) the Company and its Subsidiaries have taken reasonable security measures to protect the confidentiality and value of its and their trade secrets (or other Intellectual Property for which the value is dependent upon its confidentiality), and no such information, has been misappropriated or the subject of an unauthorized disclosure, except to the extent that such misappropriation or unauthorized disclosure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) the Company and its Subsidiaries have not received any notice that it is or they are, in default (or with the giving of notice or lapse of time or both, would be in default) under any contract relating to Intellectual Property except to the extent that such default has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in the Company SEC Documents, the conduct of the businesses of the Company and its Subsidiaries will not conflict in any respect with any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware and its Subsidiaries have not received any notice of any facts which could form a reasonable basis for claim of infringement or conflict with any such claim; and none rights of the technology employed by the Company others which has been obtained had or is being used by the Company would in violation of any contractual obligation binding on the Company orsuch case be reasonably expected to have, to the Company’s knowledge, upon any of its officers, directors individually or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except as described otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus, the Company and Company, including its subsidiaries Subsidiaries, own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) intellectual property described in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, them or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or which are necessary for the conduct of, their respective of the Company’s and its Subsidiaries’ businesses as described in the Registration Statementcurrently conducted or as currently proposed to be conducted (collectively, the Pricing Disclosure Package and the Prospectus“Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and 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 Effect on the Company orand its Subsidiaries taken as a whole, to and except as enforceability of any licenses may be limited by bankruptcy and other similar laws affecting the Company’s knowledge, upon any rights of its officers, directors or employeescreditors generally and general principles of equity. To the Company’s knowledge, 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 others. To the Company’s knowledge: there are no third parties who have or will be able to establish rights to any registered Intellectual Property, other than any co-owner of any patent constituting Intellectual Property described 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 other than pursuant to licenses granted by the Company. Except as otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package Package, or the Prospectus, and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have cause a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual 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 rights in or to any Exclusive Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its Subsidiaries infringes or otherwise 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 in each such case the Company is unaware of any facts which what would form a reasonable basis for any such claim action, suit or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any Subsidiary, and all such agreements are in full force and effect, except as could for such noncompliance which would not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and Effect on the Company is unaware of any facts which would form and its Subsidiaries taken as a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; to whole. To the Company’s knowledge, there is are no patent or patent application that contains claims that interfere with the issued or pending claims of material defects in any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent patents or patent application applications included in the Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of nondisclosure and confidentiality agreements. The Intellectual Property, including technology candidates or products, and/or their uses described in the Registration Statement, the General Disclosure Package, or the Prospectus as under development by the Company or any Subsidiary fall within the scope of the Exclusive Intellectual Property that has not been disclosed to claims of one or more patents owned by, or exclusively licensed to, the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse EffectCompany or any Subsidiary.

Title to Intellectual Property. Except as disclosed in the Disclosure Documents, the Company and its subsidiaries own or possess, or can acquire on reasonable terms, valid and enforceable rights to use all patents, statutory invention rights, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), trademarks, service marks, business names, trade names, logos, slogans, trade dress, design rights, Internet domain names, social media accounts, any other designations of source or origin, intellectual property rights in technology, software, source code, data and know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, and/or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated and as proposed to be conducted as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information Prospectus (collectively, the “Intellectual PropertyDisclosure Documents”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to , provided that the Company’s knowledge and except foregoing should not be construed as described in a representation of non-infringement of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to of third parties. To the Company’s knowledge, there except as disclosed in the Disclosure Documents, the Company (i) is no pending not infringing, misappropriating, diluting or threatened actionotherwise violating, suitand has not infringed, proceeding misappropriated, diluted or otherwise violated, any Intellectual Property rights of third parties; and (ii) has not received any notice or is not otherwise aware of any facts which would form a reasonable basis for any claim by others or assertion that the Company infringes Company, currently, or in the future upon the manufacturing or commercialization of any product or service described in the Disclosure Documents as under development, infringes, misappropriates, dilutes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there There is no pending orsuit or proceeding or claim by others, or to the Company’s knowledge, threatened action, suit, proceeding or claim action by others others: (A) challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property owned or exclusively licensed by the Company or any of its subsidiaries (the “Company Intellectual Property”); or (B) challenging the validity, enforceability or scope of any Company Intellectual Property. As to both (A) and (B), the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending oraction, suit, proceeding or claim. The Company Intellectual Property has been duly maintained and, to the Company’s knowledge, threatened actionis valid, suitsubsisting and enforceable and free of material defects in connection with the filing and prosecution thereof. Except as disclosed in the Disclosure Documents: (i) the Company is the sole owner of the Company Intellectual Property owned by it and has the valid and enforceable right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, proceeding as applicable; and (ii) no government funding, facilities or claim by others challenging resources of a university, college, other educational institution or research center was used in the validity or scope development of any Exclusive Intellectual Property that is owned or purported to be owned by the Company that would confer any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property. Except as disclosed in the Disclosure Documents, the Company is not obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company Intellectual Property. 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 the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such claim adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Disclosure Documents as could not reasonably be expected exclusively licensed to the Company or its subsidiaries; and (ii) there is no infringement, misappropriation, dilution, or other violation by third parties of any Company Intellectual Property. The Company and its subsidiaries have a Material Adverse Effect; complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect. The Company is taking all reasonable steps necessary to secure assignments to its title, rights and interests in and to the Company Intellectual Property owned by the Company from all employees, consultants, agents and contractors engaged in the development of the Intellectual Property on behalf of the Company, including requiring all such employees, consultants, agents and contractors to execute appropriate invention assignment agreements to assign all of their right, title and interest in and to such Intellectual Property to the Company. To the Company’s knowledge, no such agreement has been breached or violated. The Company and its subsidiaries have taken all reasonable and customary steps to protect, maintain and safeguard the Company Intellectual Property, including by implementation of physical and cyber security measures and the execution of appropriate employment contracts, patent disclosure agreements, non-competition agreements, non-solicitation agreements, nondisclosure agreements, and confidentiality agreements with their employees, and no employee of the Company or its subsidiaries is in or has been in violation of any term 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 or its subsidiaries. All patents and patent applications owned by the Company or its subsidiaries have been duly and properly filed and each issued patent is being diligently maintained and is valid and enforceable. To the Company’s knowledge, there are no facts that would preclude the issuance of a valid and enforceable patent on any pending patent applications included in the Intellectual Property of the Company. To the Company’s knowledge, the Company and the parties prosecuting such applications have complied or are in the process of complying with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”), and all such requirements in the relevant foreign patent authority having similar requirements as the case may be, in connection with such patents and patent applications for which it has filing, prosecution and/or maintenance responsibilities. To the Company’s knowledge: (i) there is no patent or patent application that contains claims that interfere dominate or may dominate (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to of the Company’s knowledge, ; (ii) there is no prior art material to any patent or patent application of the Exclusive Intellectual Property of the Company that has not been may render any U.S. patent held by the Company invalid or unenforceable; and (iii) there is no prior art or public or commercial activity or other facts required to be disclosed to the U.S. Patent USPTO and Trademark Office, except as any relevant foreign patent authority that were not (or are not in the process of being) disclosed and which would not preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity or unenforceability with respect to any patents that have a Material Adverse Effectbeen issued with respect to such applications. The Company expects the product candidates described in the Disclosure Documents as under development by the Company to fall within the scope of the claims of one or more patents or patent applications owned by the Company, as described in the Disclosure Documents.

Title to Intellectual Property. Except as described in the Prospectus or Registration Statement, to the Pricing Disclosure Package and the ProspectusCompany's knowledge, the Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, or other rights possess the right to use, the inventions, patent applications, use all patents, trademarks (both registered and unregistered)trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets secrets, know-how and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package intellectual property rights which are material and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Prospectus or Registration Statement, including, without limitation, those intellectual property rights described in the Pricing Disclosure Package and Prospectus as being owned by them for the Prospectusconduct of their respective businesses, except as where the failure to own or possess such intellectual property rights would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; . Except as described in the Prospectus or Registration Statement, the Company has no knowledge of any claim filed against the Company to the Company’s knowledge, there is no pending contrary or threatened action, suit, proceeding or claim any written challenge by others that any other person to the rights of the Company infringes or otherwise violates its subsidiaries, with respect to the foregoing, other than any Intellectual Property rights of others, except as such claim or challenge that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries have made all declarations and filings, including, without limitation, assignments and payment of fees, with the appropriate local, state or federal regulatory bodies which are necessary to maintain in full force and effect ownership and possession of the intellectual property rights of the Company and its subsidiaries, except where such failure to make the same would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware has not received written notification of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained revocation or is being used by the Company in violation modification of any contractual obligation binding on the Company orintellectual property right, and has no reason to the Company’s knowledgebelieve that any renewable intellectual property right will not be renewed, upon other than any of its officersrevocation, directors modification or employees. To the Company’s knowledge, there are no third parties who have or will be able failure to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as renew that would not reasonably be expected to have a Material Adverse Effect to, individually or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending oraggregate, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or. Neither the Company nor any of its subsidiaries infringes any trademarks, to the Company’s knowledgeservice marks, threatened actiontrade names, suitcopyrights, proceeding trade secrets, licenses, know-how, patents or claim by others challenging the validity other intellectual property or scope franchise right of any Exclusive Intellectual Propertyperson, and the Company is unaware of other than any facts which infringement or conflict that would form a reasonable basis for any such claim except as could not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; to . Except as described in the Company’s knowledgeProspectus or Registration Statement, there is no patent or patent application and except any claim that contains claims that interfere with the issued or pending claims of any of the Intellectual Property except as would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; and to , no claim has been filed against the Company’s knowledgeCompany or any of its subsidiaries alleging the infringement by the Company or any of its subsidiaries of any patent, there is no prior art material to trademark, service xxxx, trade name, copyright, trade secret, know-how, license in or other intellectual property right or franchise right of any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectperson.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries ownowns, or have obtained has valid and enforceable licenses for, for or other otherwise has adequate rights to useuse all technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, patent applicationssystems or procedures), designs, processes, patents, trademarks (both registered and unregistered)trademarks, service marks, trade secrets, trade names, copyrightsknow how, trade secrets copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary information rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”) described in that are or could reasonably be expected to be material to their business as currently conducted or as proposed to be conducted, including the Registration Statementdevelopment, the Pricing Disclosure Package manufacture, operation and the Prospectus as being owned or licensed by them; to sale of any of the Company’s knowledge and except products or product candidates, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, Statement or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as where the failure to own, license or otherwise have rights to such Intellectual Property would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus, the Intellectual Property of the Company has not been adjudged by a court or other administrative body of competent jurisdiction invalid or unenforceable in whole or in part, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus, (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 owned by or licensed to the Company, except for, and to the extent of, the rights of any third parties that are licensees of such Intellectual Property; (ii) to the Company’s knowledge, there is no infringement, misappropriation or other violation by third parties of any Intellectual Property owned by, or licensed to, the Company; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that against the Company infringes challenging the Company’s rights in or otherwise violates to any Intellectual Property rights of othersowned by, except as would not reasonably be expected to have a Material Adverse Effector licensed to, the Company, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company challenging the validity, enforceability or scope of any Intellectual Property owned by, or licensed to, the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging against the validity Company that (nor has the Company received any written claim from a third party that) the Company infringed, misappropriated or scope otherwise violated, or is infringing, misappropriating or otherwise violating, any intellectual property rights of any Exclusive Intellectual Propertyothers, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except action, suit, proceeding or claim; (vi) the Company has complied with and there has been no breach or default by the Company under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect; and (vii) all of the Company’s products or product candidates as could not described in the Registration Statement or the Prospectus are covered by one or more claims of at least one issued patent or pending patent application owned by, or exclusively licensed to, the Company, except, in each case of (i) through (vii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . Except as set forth in the Registration Statement and the Prospectus, the Company is not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the Company’s knowledge, there is no patent use thereof or patent application that contains claims that interfere in connection with the issued conduct of its businesses or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectotherwise.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusProspectus or as would not reasonably be expect to have a Material Adverse Effect, the Company and its subsidiaries own, possess or have obtained valid and enforceable licenses for, or other can acquire on reasonable terms sufficient rights to use, the inventions, patent applications, patents, use all trademarks (both registered and unregistered), service marks, trade names, copyrightstrademark registrations, trademark applications, service mxxx registrations, service mxxx applications, domain names, copyrights (both registered and unregistered), copyright applications, patents, patent applications, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures), software and other intellectual property rights (collectively, the “Intellectual Property”) described in as are used for the Registration Statementconduct of their respective businesses as currently conducted and as currently proposed to be conducted, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses . Except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing (i) there are no third parties who have established or, to the Company’s knowledge, will be able to establish ownership rights to any Intellectual Property owned by the Company or its subsidiaries subsidiaries; (ii) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any third-parties such Intellectual Property owned by the Company or its subsidiaries; (“Exclusive Intellectual Property”); iii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others against the Company or its subsidiaries challenging the Company’s knowledgeor any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company and its subsidiaries are unaware of facts that form a reasonable basis for any such action, suit, proceeding or claim; (iv) 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 has not been adjudged invalid or unenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property owned by the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is and its subsidiaries are unaware of any facts which would that form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging against the validity Company or scope any of its subsidiaries that the Company or any Exclusive of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual PropertyProperty or other proprietary rights of others, and the Company is and its subsidiaries are unaware of any facts which would that form a reasonable basis for any such action, suit, proceeding or claim; (vi) to the knowledge of the Company, no employee of the Company or any of its subsidiaries is the subject of any claim except as could not reasonably be expected or proceeding involving a 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 have or with a Material Adverse Effect; former employer where the basis of such violation relates to such employee’s employment with the Company or any of the Company’s knowledge, there is no patent subsidiaries or patent application that contains claims that interfere actions undertaken by the employee while employed with the Company or any of the Company’s subsidiaries; (vii) the Company has not been notified of any inventorship challenges nor has an interference been declared or provoked with respect to the issued or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effectpatents or patent applications of the Company or its subsidiaries; and (viii) to the knowledge of the Company’s knowledge, there is no prior art or other material to fact that may render any patent or patent application of within the Exclusive Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, The Debtors own or have obtained valid and enforceable licenses for, or other possess adequate rights to use, the inventions, patent applications, use all patents, trademarks inventions and discoveries (both registered and unregisteredwhether patentable or not), trademarks, service marks, trade names, trade dress, internet domain names, copyrights, published and unpublished works of authorship, and all registrations, recordations and applications of the foregoing and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) and licenses related to any of the foregoing (collectively“IP Rights”) owned by or used in the conduct of the businesses of each Debtor and its Subsidiaries (“Debtor IP Rights”), except where the failure to own or possess such rights to (or have licenses related to) any such IP Rights would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and, to the knowledge of the Debtors, the “Intellectual Property”) described conduct of the businesses of each Debtor and its Subsidiaries does not infringe or misappropriate in any material respect with any IP Rights of others, and each Debtor and its Subsidiaries have not received any written notice of any claim of infringement or misappropriation of any IP Rights of others where such infringement or misappropriation would reasonably be expected to result in a Material Adverse Effect. The Debtor IP Rights comprise all IP Rights that are necessary to conduct the businesses of each Debtor and its Subsidiaries as such businesses are conducted on the date of this Agreement. Except for such of the foregoing as, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have result in a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and (a) none of the technology employed Debtor IP Rights owned by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon Debtor and/or any of its officersSubsidiaries have been adjudged invalid or unenforceable, directors or employees. To and the Company’s knowledgeDebtors have maintained all registered patents, there are trademarks and copyrights in full force and effect and used commercially reasonable efforts to protect all trade secrets, and (b) to the knowledge of the Debtors, no third parties who have party has infringed or will be able to establish rights to misappropriated any Intellectual Property described Debtor IP Right except where such infringement or misappropriation of any such Debtor IP Right would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted be adverse in writing by the Company or its subsidiaries any material respect to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding Debtor or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, owns or have obtained licenses valid and enforceable licenses for, or other rights to use, the use all inventions, patent applicationsrights, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trade dress, domain names, goodwill associated with the foregoing, copyrights, licenses, know-how, trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures (including all registrations and applications for registration of the foregoing, as applicable) (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; the Company (“Company Intellectual Property”) or, to the Company’s knowledge knowledge, the Company owns or possesses, or can acquire on commercially reasonable terms, all other Intellectual Property used in or reasonably necessary for the conduct of its business as currently conducted and as disclosed in the Time of Sale Prospectus or the Prospectus as being proposed to be conducted, except where the failure to own, failure to possess, or inability to acquire on commercially reasonable terms any such Intellectual Property would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the conduct of the business of the Company does not, and the proposed conduct of such business as disclosed in the Time of Sale Prospectus or the Prospectus will not, infringe, misappropriate or otherwise violate any Intellectual Property rights of others, in each case, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, Time of Sale Prospectus or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to . Except as described in the Company’s knowledge, there is no pending Time of Sale Prospectus or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (i) that the Company infringes, misappropriates or otherwise violates the Intellectual Property of others, or (ii) challenging the Company’s validity, enforceability, scope or ownership of any Intellectual Property disclosed in the Time of Sale Prospectus as being owned by or rights in or licensed to any Exclusive Intellectual Property, and the Company is unaware or its rights therein. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any facts which would form a reasonable basis Intellectual Property owned by or exclusively licensed to the Company, except for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending orinfringement, to the Company’s knowledge, threatened action, suit, proceeding misappropriation or claim by others challenging the validity or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no patent or patent application other violations that contains claims that interfere with the issued or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to . To the Company’s knowledge, there none of the Intellectual Property used by the Company in the conduct of its business has been obtained or is being used by the Company in material violation of any contractual obligation binding on the Company. Except as set forth in the Time of Sale Prospectus and the Prospectus, the Intellectual Property owned by the Company is all solely owned by the Company, subject to the rights of the U.S. federal government as described in the Time of Sale Prospectus, and is owned free and clear of any liens or encumbrances. To the knowledge of the Company, no prior art material trademark, issued patent, pending patent application (if issued), copyright, or trade secret in the Company Intellectual Property is invalid or unenforceable. The Company is not subject to any patent judgment, order, writ, injunction or patent application decree of 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 a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property. The Company has taken all commercially reasonable steps, in accordance with normal industry practice, necessary to maintain the Exclusive confidentiality of all Intellectual Property that has not been disclosed the value of which to the U.S. Patent and Trademark OfficeCompany is contingent upon maintaining the confidentiality thereof, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is not aware of any material disclosure of such Intellectual Property other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company, all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, key employees and any other employees involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements or similar agreements for the transfer, assignment, and/or licensing of Intellectual Property with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of, or (ii) has obtained a valid and unrestricted right to exploit, sufficient for the conduct of its business, such Intellectual Property.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to useuse technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, systems or procedures), designs, processes, licenses, patents, patent applications, patentstrademarks, trademarks (both registered service marks, trade and unregistered)service mark registrations, trade secrets, trade names, copyrightsknow how, trade secrets copyrights and other proprietary works of authorship, computer programs, technical data and information and other intellectual property (collectively, the “Intellectual Property”) that are or would reasonably be expected to be material to their business as currently conducted or as currently proposed to be conducted (including upon the commercialization of products or services described in the Registration Statement, the Pricing General Disclosure Package and or the Prospectus as being owned under development) or licensed by them; to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company or its subsidiaries. The Company’s knowledge and except Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable in whole or in part. Except as described disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, (i) to the knowledge of the Company, there are no third parties who have or, or who will be able to establish rights to any Intellectual Property owned by, or licensed to, the Company and or its subsidiaries ownsubsidiaries, or have obtained valid and enforceable licenses except for, or other and to the extent of, the ownership rights to use, all of the owners of the Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in which the Registration Statement, the Pricing General Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; Prospectus disclose is licensed to the Company’s knowledge; (ii) to the knowledge of the Company, there is no infringement by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiaries; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that challenging the Company infringes Company’s rights in or otherwise violates to any Intellectual Property rights of othersowned by, except as would not reasonably be expected to have a Material Adverse Effector licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); iv) 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 validity, enforceability or rights in scope of any Intellectual Property owned by, or to any Exclusive Intellectual Propertylicensed to, the Company and its subsidiaries, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that (nor has the validity Company received any claim from a third party that) the Company or scope its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any Exclusive Intellectual Propertyproduct or service as described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or otherwise violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of another, and the Company is and its subsidiaries are unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (vi) to the knowledge of the Company, no employee of the Company is 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 knowledge, there is no patent or patent application that contains claims that interfere employment with the issued or pending claims Company; (vii) the Company and its subsidiaries have complied with the terms of any 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; (viii) to the knowledge of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to that may render any patent within the Intellectual Property invalid or that may render any patent application of within the Exclusive Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (ix) to the knowledge of the Company, except there are no material defects in any of the patents or patent applications within the Intellectual Property. Except as would set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not reasonably be expected obligated or under any liability whatsoever to have a Material Adverse Effectmake any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, subsidiary own or have obtained license valid and enforceable licenses for, or other rights to use, the use all inventions, patent applicationsrights, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trade dress, domain names, goodwill associated with the foregoing, copyrights, licenses, know-how, trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures (including all registrations and applications for registration of the foregoing, as applicable) (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; the Company or its subsidiary (“Company Intellectual Property”) or, to the Company’s knowledge knowledge, the Company and its subsidiary own or possess, or can acquire on commercially reasonable terms, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all other Intellectual Property used in or reasonably necessary for the conduct of their businesses as currently conducted and as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being proposed to be conducted, except where the failure to own, failure to possess, or inability to acquire on commercially reasonable terms any such Intellectual Property would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the conduct of the business of the Company and its subsidiaries ownsubsidiary does not, and the proposed conduct of such business as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not, infringe, misappropriate or have obtained valid and enforceable licenses for, or other rights to use, all otherwise violate any Intellectual Property used inrights of others, or necessary for the conduct ofin each case, their respective businesses except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except Prospectus or as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except . Except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (i) that the Company or its subsidiary infringes, misappropriates or otherwise violates the Intellectual Property of others, or (ii) challenging the Company’s validity, enforceability, scope or ownership or rights of any Intellectual Property disclosed in or to any Exclusive Intellectual Propertythe Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by or licensed to the Company is unaware or its subsidiary or its rights therein. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any facts which would form a reasonable basis Intellectual Property owned by or exclusively licensed to the Company or its subsidiary, except for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending orinfringement, to the Company’s knowledge, threatened action, suit, proceeding misappropriation or claim by others challenging the validity or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no patent or patent application other violations that contains claims that interfere with the issued or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to . To the Company’s knowledge, there none of the Intellectual Property used by the Company or its subsidiary in the conduct of their respective businesses has been obtained or is being used by the Company or its subsidiary in material violation of any contractual obligation binding on the Company or its subsidiary. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Intellectual Property owned by the Company and its subsidiary is all solely owned by the Company and its subsidiary, subject to the rights of the U.S. federal government as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and is owned free and clear of any liens or encumbrances. To the knowledge of the Company, no prior art material to any patent or trademark, issued patent, pending patent application (if issued), copyright, or trade secret in the Company Intellectual Property is invalid or unenforceable. Except as described in the Registration Statement, Pricing Disclosure Package and Prospectus, to the knowledge of the Exclusive Company, (i) at least one patent claim covering each of the Company’s investigational therapeutic products and included in the Company Intellectual Property that has not been disclosed is directed to patent eligible subject matter under 35 U.S .C. § 101, and (ii) the U.S. Company, its subsidiary, and counsel for the Company, its subsidiary or any of their respective licensors and licensees, have complied with the duties of candor, good faith and disclosure, as required by the United States Patent and Trademark OfficeOffice and all foreign offices having similar requirements, with respect to the prosecution of the patents and patent applications owned by or exclusively licensed to the Company or its subsidiary and for which such duty is owed. The Company and its subsidiary are not subject to any judgment, order, writ, injunction or decree of 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 a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property. The Company and its subsidiary have taken all commercially reasonable steps, in accordance with normal industry practice, necessary to maintain the confidentiality of all Intellectual Property the value of which to the Company and its subsidiary is contingent upon maintaining the confidentiality thereof, except as would not reasonably be expected to have a Material Adverse Effect, and the Company and its subsidiary are not aware of any material disclosure of such Intellectual Property other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company, all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, key employees and any other employees involved in the development of Intellectual Property for the Company and its subsidiary have signed confidentiality and invention assignment agreements or similar agreements for the transfer, assignment, and/or licensing of Intellectual Property with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of, or (ii) has obtained a valid and unrestricted right to exploit, sufficient for the conduct of its business, such Intellectual Property.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, or other possess adequate rights to use, the inventionsuse all patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, goodwill associated with the foregoing, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) (collectively, the “Intellectual Property”) described necessary for the conduct of their respective businesses in all material respects as currently conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; and, to the knowledge of the Company’s knowledge and , the conduct of their respective businesses does not infringe, constitute a misappropriation of, or otherwise violate, in a manner that is material to such businesses, any Intellectual Property rights of others, in each case, except as described in the Registration Statement, the Pricing Disclosure Package and the or Prospectus, the . The Company and its subsidiaries ownhave not received any notice of any claim of infringement, or have obtained valid and enforceable licenses formisappropriation, or other violation of any Intellectual Property rights of others or any written notice challenging the validity, scope or enforceability of their respective patents or rights therein, in each case, which could reasonably be expected to useresult in a Material Adverse Effect. The Company is not aware of any specific facts or combination of facts that cause the Company to reasonably conclude that any of the material issued patents owned by or licensed to the Company or any of its subsidiaries is invalid or unenforceable and, to the knowledge of the Company, all Intellectual Property used insuch material issued patents are valid and enforceable, or necessary for the conduct ofin each case, their respective businesses except as described in the Registration Statement, the Pricing Disclosure Package or Prospectus. The Company and the Prospectusits subsidiaries are not subject to any judgment, except as would not order, writ, injunction or decree of 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 have they entered into or are party to any agreement made in settlement of any pending or threatened litigation, in each case which restricts or impairs their respective use of any Intellectual Property, and in each case, which could reasonably be expected to have result in a Material Adverse Effect; . The Company and its subsidiaries have taken reasonable and customary actions to protect the confidentiality of the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that material confidential information and trade secrets and protect the confidentiality of any material confidential information provided to the Company infringes or otherwise violates by any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts other person for which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by agreed to maintain the Company in violation confidentiality thereof. To the extent material to the conduct of any contractual obligation binding on the Company or, to the Company’s knowledgebusinesses, upon all founders, key employees and any other employees 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 (A) has obtained ownership of and is the exclusive owner of, or (B) has obtained a valid and unrestricted right to exploit, sufficient for the conduct of its officersbusiness, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive such Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, or have obtained possess valid and enforceable licenses for, or other licensed rights to use, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, including related to the commercialization of the Accelerate Pheno™ system and the Accelerate PhenoTest™ BC Kit (collectively, the “Intellectual PropertyProducts”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum (“Disclosure Documents”) (collectively, “Intellectual Property”), except where the Company and its subsidiaries failure to own, license, have or have obtained valid and enforceable licenses foracquired such rights would not, individually or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; . 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 which would reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, there including no liens, security interests, or other encumbrances; except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is no pending or threatened action, suit, proceeding or claim by others that disclosed in the Disclosure Documents as licensed to the Company infringes or otherwise violates any Intellectual Property rights of others, its subsidiaries; and (ii) except as would not reasonably be expected to have a Material Adverse Effect, and the Company there is unaware no infringement by third parties of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employeesIntellectual Property. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described Except as disclosed in the Registration StatementDisclosure Documents, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the validity or the scope of the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (B) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property, and ; or (C) asserting that the Company is unaware or its subsidiaries infringe, misappropriate, or otherwise violate, or would, infringe, misappropriate, or otherwise violate, any intellectual property rights of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledgeothers, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property except except, in each case, as would not reasonably be expected to have a Material Adverse Effect. No employee of the Company is or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the duty of candor and good faith, as required by the USPTO during prosecution of the United States patent applications within the Intellectual Property, has been complied with; and in all foreign offices having similar requirements all such requirements have been complied with. The Company’s Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable in whole or in part. Except as set forth in the Disclosure Documents, to the Company’s knowledge, there the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. The Products described in the Disclosure Documents 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. To the Company’s knowledge, except as disclosed in the Disclosure Documents, the Company is no prior art material to not aware of any patent or published patent application, in the U.S. or other jurisdiction, which, in the case of a patent, contains claims, or in the case of a published patent application contains patentable claims, that dominate or may dominate the Company’s commercialization of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark OfficeProducts, except as would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the patents 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, except, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except as described specifically disclosed in the Registration Statement, the Pricing Disclosure Disclosing Package and the Prospectus, (i) the Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, or other possess adequate rights to use, the inventionsuse all patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, domain names, approvals, inventions, technology, copyrights, licenses (including open source licenses) and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information (collectivelyor confidential information, systems or procedures) necessary for the “Intellectual Property”) described conduct of the their respective businesses as currently conducted and as proposed to be conducted in the Registration Statement, Statement and the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and (ii) to the Company is unaware of any facts which could form a reasonable basis for any such claim; and none knowledge of the technology employed by Company, the Company has been obtained or is being used by the Company in violation conduct of any contractual obligation binding on the Company or, to the Company’s knowledgeand its subsidiaries’ respective businesses as currently conducted, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will and as proposed to be able to establish rights to any Intellectual Property described conducted in the Registration Statement, Statement and the Pricing Disclosure Package Package, does not conflict with, infringe, or misappropriate in any material respect any intellectual property rights of others, (iii) the Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any such intellectual property rights of others in connection with the Prospectus as exclusively owned or exclusively licensed by the Companyoperation of their respective businesses, except as which would not reasonably be expected to have result in a Material Adverse Effect or except for licenses granted in writing Effect, (iv) the expected expiration of any of the intellectual property rights owned by the Company or its subsidiaries the expiration of any agreements pursuant to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and which the Company is unaware of licenses any facts which intellectual property would form a reasonable basis for any such claim except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; , (v) to the knowledge of the Company, there is no pending ormaterial infringement, misappropriation or other violation by third parties of any of intellectual property owned by or exclusively licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; , and (vi) the Company and its subsidiaries have taken commercially reasonable steps 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; protect their respective trade secrets and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectother confidential proprietary information.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package 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 is no infringement, misappropriation or violation by third parties of any such Intellectual Property that would have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or its subsidiaries infringe, misappropriate or otherwise violates violate any Intellectual Property rights of others, except as would the Company has not reasonably be expected to have a Material Adverse Effectreceived any written notice of such claim, and the Company is unaware of any facts which could would form a reasonable basis for a successful claim of such infringement, misappropriation or violation, 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 rights of the Company or its subsidiaries in or to any such claimIntellectual 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, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity, enforceability or scope of such Intellectual Property, in each case that would have a Material Adverse Effect; (v) none of the technology employed by the Company has been obtained or is being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To employees or otherwise in violation of the rights of any persons; (vi) to the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus as exclusively owned or exclusively licensed by the Company, except as Company or its subsidiaries that would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties third parties; (“Exclusive Intellectual Property”); there vii) the Company is no pending ornot a party to or bound by any options, licenses or other agreements, with respect to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Companya third party’s ownership or rights in or to any Exclusive Intellectual Property, that are required to be set forth in the Registration Statement, the Time of Sale Information and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual PropertyProspectus, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could that are not reasonably be expected to have a Material Adverse Effectdescribed 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 of the Intellectual Property except as that would not reasonably be expected to have a Material Adverse EffectEffect on the Company; and (ix) to the Company’s knowledge, there is no prior art material to any patent or patent application of owned or exclusively licensed by the Exclusive Intellectual Property Company that has not been disclosed to the U.S. Patent and Trademark Office, except as Office that would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information or the Prospectus, each of the Company and its subsidiaries own, Subsidiaries owns or have obtained valid and enforceable licenses for, or other possesses adequate rights to use, the use all material inventions, patent applicationsdesigns, patentstrade secrets, trademarks (both registered and unregistered)know-how, trademarks, service marks, trade names, copyrights, trade secrets and copyright works or other proprietary information (collectively, the herein collectively called “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; which are necessary to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and conduct its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus. Except as set forth in the Registration Statement, except as the Time of Sale Information or the Prospectus, neither the Company nor any of its Subsidiaries has received any notice of, or has any knowledge of, any infringement of or conflict with any rights of the Company by others with respect to any Intellectual Property which, if the subject of an unfavorable decision, ruling or finding, would not reasonably be expected to have a Material Adverse Effect; to . Except as set forth in the Company’s knowledgeRegistration Statement, there is no pending the Time of Sale Information or threatened actionthe Prospectus, suit, proceeding or claim by others that neither the Company infringes nor any of its Subsidiaries has received any notice of, or otherwise violates has knowledge of, any infringement of or conflict with any rights of others with respect to any Intellectual Property rights which if the subject of othersan unfavorable decision, except as ruling or finding, would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any knowledge none of the Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned licensed to or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or any of its subsidiaries Subsidiaries is unenforceable or invalid; and the Company is not aware (without having made inquiry) of the granting of any patent rights to third parties or the filing of any third-patent applications by third parties (“Exclusive or of any other rights of third parties to, or conflicting with, any Intellectual Property”); there is no pending or, Property owned by the Company or any of its Subsidiaries. A true and complete list of patents material to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company its Subsidiaries’ businesses is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectset forth on Schedule IV.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries ownSubsidiaries own all right, title and interest in and to, or have obtained possess valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, softwarx xxd know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights (collectively, "Intellectual Property") used in the conduct of their respective businesses, the failure to own or possess which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All registrations with and applications to governmental or regulatory authorities in respect of such Intellectual Property used inare (i) to the Knowledge of the Company, valid and (ii) in full force and effect, (iii) have not lapsed, expired or necessary for been abandoned, and (iv) are not the conduct of, their respective businesses as described subject of any opposition filed with the United States Patent and Trademark Office or any other applicable Intellectual Property registry other than in the Registration Statementordinary course of business and, the Pricing Disclosure Package and the Prospectusin each case in clauses (i) through (iv), except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect; . The consummation of the transaction contemplated hereby and by the Chapter 11 Plan will not result in the loss or impairment of any rights to use such Intellectual Property or obligate Purchaser to pay any royalties or other amounts to any third party in excess of the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim amounts that would have been payable by others that the Company infringes or otherwise violates any Intellectual Property rights and its Subsidiaries absent the consummation of othersthe Investments, except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries have taken reasonable security measures to protect the confidentiality and value of its and their material trade secrets (or other Intellectual Property for which the value is dependent upon its confidentiality), and the Company is unaware of any facts which could form a reasonable basis for any no such claim; and none of the technology employed by the Company has material trade secrets have been obtained or is being used by the Company in violation of any contractual obligation binding on the Company ormisappropriated, except to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as extent that such misappropriation would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is . The Company and its Subsidiaries are not in default (and no pending orevent has occurred so that, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued giving of notice or pending claims lapse of time or both, they will be in default) under any of the contract relating to such Intellectual Property except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect; and to . To the Knowledge of the Company’s knowledge, there is no prior art material to any patent or patent application Intellectual Property rights of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark OfficeCompany or its Subsidiaries are being infringed by any other Person, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, the conduct of the businesses of the Company and its Subsidiaries does not and will not conflict in any respect with any intellectual property 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, in each case, which would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Title to Intellectual Property. Except as described otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the ProspectusDocuments, the Company and its subsidiaries own, or have obtained possess valid and enforceable licenses for, or other sufficient rights to practice under or to use, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information (collectivelyor confidential information, the “Intellectual Property”systems or procedures) described in the Registration Statementeach case, the Pricing Disclosure Package and the Prospectus as being owned or licensed otherwise controlled by them; the Company or its subsidiaries and used in their respective businesses as currently conducted and as proposed to the Company’s knowledge and except be conducted as described in the Registration StatementStatement and the Prospectus (collectively, “Intellectual Property”). To the Company’s knowledge, except as otherwise disclosed in the Disclosure Documents, the Pricing Disclosure Package and the Prospectus, the Company conduct of its and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their subsidiaries’ respective businesses as described in the Registration Statement, the Pricing Disclosure Package Statement and the ProspectusProspectus do not currently and will not upon commercialization infringe, or misappropriate or otherwise conflict with any valid intellectual property rights of a third party, except as any such infringement, misappropriation or other conflict that would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, the Intellectual Property owned by the Company has not been adjudged by a court of competent jurisdiction (excluding ordinary course patent prosecution activities) to be invalid or unenforceable, in whole or in part. Except as disclosed in the Disclosure Documents: (i) to the Company’s knowledge 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 Disclosure Documents” 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 Intellectual Property except any such infringement that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as disclosed in the Disclosure Documents, the Company is not in receipt of any pending or threatened in writing action, suit, proceeding or claim by any third party: (A) challenging the Company’s rights in or to any Intellectual Property, except any such pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; or (B) challenging the validity, and the Company is unaware enforceability or scope of any facts which could form a reasonable basis for Intellectual Property, except any such claim; and none of the technology employed by the Company has been obtained pending or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which that would form a reasonable basis for any such claim except as could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; there is no pending or. Except as disclosed in the Disclosure Documents, the Company and its subsidiaries have complied with the material terms of each material agreement pursuant to which Intellectual Property has been licensed to the Company’s knowledge, threatened action, suit, proceeding Company or claim by others challenging the validity or scope of any Exclusive Intellectual Propertyits subsidiaries, and the Company is unaware of all such agreements are in full force and effect, except any facts which non-compliance that would form a reasonable basis for any such claim except as could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; to . To the Company’s knowledge, except as disclosed in the Disclosure Documents, there is are no patent material defects of form in the preparation or patent application that contains claims that interfere with the issued or pending claims filing of any of the issued patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken commercially reasonable steps to obtain executed nondisclosure, confidentiality agreements and invention assignment agreements with their employees, and except as disclosed in the Disclosure Documents, 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 the Intellectual Property and such employee’s employment with the Company, except as any non-compliance by such employees would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; and to . To the Company’s knowledge, there is no prior art material to any patent or patent application the duty of candor and disclosure as required by the Exclusive Intellectual Property that has not been disclosed to the U.S. United States Patent and Trademark OfficeOffice 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 during the prosecution of the United States and foreign patents and patent applications, except as would not reasonably be expected to applicable, included in the Intellectual Property owned by the Company have a Material Adverse Effectbeen complied with.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained possess valid and enforceable licenses for, or other licensed rights to use, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted (collectively, the “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 disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, too the Company’s knowledge: (i) described 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 as being owned by or licensed by them; to the Company’s knowledge Company or its subsidiaries; and except (ii) there is no infringement by third parties of any Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual 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 rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except action, suit, proceeding or claim; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as could under development, infringe, misappropriate, or 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 reasonably be expected 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 have protect, maintain and safeguard their Intellectual Property, including having a Material Adverse Effect; policy to execute appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, there no employee of the Company is no 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 patent application that contains claims that interfere any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the issued or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to Company. To the Company’s knowledge, there is no prior art material to any patent or patent application the duty of candor and good faith as required by the Exclusive Intellectual Property that has not been disclosed to the U.S. United States Patent and Trademark OfficeOffice during the prosecution of the Company owned United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, except all such requirements have been complied with for the 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 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. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as would not reasonably be expected to have a Material Adverse Effectunder 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. Except Parent and each Subsidiary (i) owns or possesses a right to use all patents, patent applications, trademarks, service marks, domain names, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, formulae, customer lists, and know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, the “Intellectual Property”) necessary for the conduct of their respective businesses as presently being conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, except as where the failure to own or possess the right to use would not reasonably be expected to have a Material Adverse Effect and (ii) have no reason to believe that the conduct of their respective businesses does or will conflict with, and have not received any notice of any claim of conflict with, any such right of others (except where such conflict with any such right of others would not reasonably be expected to have a Material Adverse Effect; to ). Except as disclosed in the Company’s knowledgeRegistration Statement, there is no pending the Time of Sale Information and the Prospectus, or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To and the Company’s Guarantors’ knowledge, there are is no infringement by third parties who have or will be able to establish rights to of any Intellectual Property described of Parent or any Subsidiary; except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus as exclusively owned Prospectus, or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and , there is no pending or, to the Company’s and the Guarantors’ knowledge, there is no prior art material threatened, action, suit, proceeding or claim by others challenging the rights in or to any patent or patent application of the Exclusive Intellectual Property that has not been of Parent or any Subsidiary; and except as disclosed to in the U.S. Patent Registration Statement, the Time of Sale Information and Trademark Officethe Prospectus, except or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s and the Guarantors’ knowledge, threatened, action, suit, proceeding or claim by others that Parent or any Subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Each of the Company and its subsidiaries own, owns or have obtained valid and enforceable licenses for, or other possesses sufficient rights to use, the inventions, patent applications, use all patents, trademarks (both registered and unregistered)trademarks, service marks, trade names, copyrights, domain names, licenses, know-how and other intellectual property rights (including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, inventions, systems or procedures), and all registrations and applications for registration of, and all goodwill associated with, the foregoing (collectively, the “Intellectual PropertyProperty Rights”) described ), in each case used in, held for use in, or necessary for the conduct of their respective businesses as currently conducted and as currently proposed to be conducted, except as would not reasonably be expected, individually or in the Registration Statementaggregate, to have a Material Adverse Effect. To the knowledge of the Company, neither the conduct of their respective businesses, nor the manufacture, use or sale of their respective products, has conflicted with, infringed, misappropriated or otherwise violated, and as currently proposed to be conducted their respective businesses, and the manufacture, use or sale of their respective products, will not conflict with, infringe, misappropriate or otherwise violate, the Pricing Disclosure Package Intellectual Property Rights of any third party, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or other violation of, or conflict with, any Intellectual Property Rights of any third party, which could, individually or in the Prospectus aggregate, reasonably be expected to result in a Material Adverse Effect. Except as being owned could not, individually or licensed by them; in the aggregate, reasonably be expected to the Company’s knowledge and result in a Material Adverse Effect: (i) except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, have not received any written notice of any claim challenging the rights of the Company or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used any of its subsidiaries in, or necessary for the conduct scope, validity or enforceability of, their respective businesses any Intellectual Property Rights owned, controlled by or exclusively licensed to the Company or any of its subsidiaries; (ii) except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus, except as would not reasonably be expected none of the Intellectual Property Rights owned, controlled by or exclusively licensed to have a Material Adverse Effectthe Company or any of its subsidiaries has been adjudged invalid or unenforceable in whole or in part, and to the knowledge of the Company, all such Intellectual Property Rights are valid and enforceable; (iii) no trade secrets or other confidential or proprietary information of the Company or any of its subsidiaries, the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof, has been disclosed other than to (a) employees, representatives and agents of the Company or any of its subsidiaries, all of whom are bound by written confidentiality agreements or (b) other third parties that were bound by written confidentiality agreements prior to receiving such trade secrets or information; and (iv) to the Company’s knowledge, there is no pending infringement, misappropriation, breach, default or threatened actionother violation, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware occurrence of any facts which could form a reasonable basis for event that with notice or the passage of time would constitute any such claim; and none of the technology employed foregoing, by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or pending claims party of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application Rights of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse EffectCompany or any of its subsidiaries.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to useuse technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, systems or procedures), designs, processes, licenses, patents, patent applications, patentstrademarks, trademarks (both registered service marks, trade and unregistered)service xxxx registrations, trade secrets, trade names, copyrightsknow how, trade secrets copyrights and other proprietary works of authorship, computer programs, technical data and information and other intellectual property (collectively, the “Intellectual Property”) that are or would reasonably be expected to be material to their business as currently conducted or as currently proposed to be conducted (including upon the commercialization of products or services described in the Registration Statement, the Pricing Disclosure Package and Statement or the Prospectus as being owned under development) or licensed by them; to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company or its subsidiaries. The Company’s knowledge and except Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable in whole or in part. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, (i) to the knowledge of the Company, there are no third parties who have or, or who will be able to establish rights to any Intellectual Property owned by, or licensed to, the Company and or its subsidiaries ownsubsidiaries, or have obtained valid and enforceable licenses except for, or other and to the extent of, the ownership rights to use, all of the owners of the Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in which the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; Prospectus disclose is licensed to the Company’s knowledge; (ii) to the knowledge of the Company, there is no infringement by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiaries; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that challenging the Company infringes Company’s rights in or otherwise violates to any Intellectual Property rights of othersowned by, except as would not reasonably be expected to have a Material Adverse Effector licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); iv) 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 validity, enforceability or rights in scope of any Intellectual Property owned by, or to any Exclusive Intellectual Propertylicensed to, the Company and its subsidiaries, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that (nor has the validity Company received any claim from a third party that) the Company or scope its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any Exclusive Intellectual Propertyproduct or service as described in the Registration Statement or the Prospectus, infringe or otherwise violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of another, and the Company is and its subsidiaries are unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (vi) to the knowledge of the Company, no employee of the Company is 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 knowledge, there is no patent or patent application that contains claims that interfere employment with the issued or pending claims Company; (vii) the Company and its subsidiaries have complied with the terms of any 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; (viii) to the knowledge of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to that may render any patent within the Intellectual Property invalid or that may render any patent application of within the Exclusive Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (ix) to the knowledge of the Company, except there are no material defects in any of the patents or patent applications within the Intellectual Property. Except as would set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries are not reasonably be expected obligated or under any liability whatsoever to have a Material Adverse Effectmake any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to useuse technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, systems or procedures), designs, processes, licenses, patents, patent applications, patentstrademarks, trademarks (both registered service marks, trade and unregistered)service mark registrations, trade secrets, trade names, copyrightsknow how, trade secrets copyrights and other proprietary works of authorship, computer programs, technical data and information and other intellectual property (collectively, the “Intellectual Property”) that are or would reasonably be expected to be material to their business as currently conducted or as currently proposed to be conducted (including upon the commercialization of products or services described in the Registration Statement, the Pricing Disclosure Package and Statement or the Prospectus as being owned under development) or licensed by them; to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company or its subsidiaries. The Company’s knowledge and except Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable in whole or in part. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, (i) to the knowledge of the Company, there are no third parties who have or, or who will be able to establish rights to any Intellectual Property owned by, or licensed to, the Company and or its subsidiaries ownsubsidiaries, or have obtained valid and enforceable licenses except for, or other and to the extent of, the ownership rights to use, all of the owners of the Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in which the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; Prospectus disclose is licensed to the Company’s knowledge; (ii) to the knowledge of the Company, there is no infringement by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiaries; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that challenging the Company infringes Company’s rights in or otherwise violates to any Intellectual Property rights of othersowned by, except as would not reasonably be expected to have a Material Adverse Effector licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); iv) 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 validity, enforceability or rights in scope of any Intellectual Property owned by, or to any Exclusive Intellectual Propertylicensed to, the Company and its subsidiaries, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that (nor has the validity Company received any claim from a third party that) the Company or scope its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any Exclusive Intellectual Propertyproduct or service as described in the Registration Statement or the Prospectus, infringe or otherwise violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of another, and the Company is and its subsidiaries are unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (vi) to the knowledge of the Company, no employee of the Company is 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 knowledge, there is no patent or patent application that contains claims that interfere employment with the issued or pending claims Company; (vii) the Company and its subsidiaries have complied with the terms of any 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; (viii) to the knowledge of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to that may render any patent within the Intellectual Property invalid or that may render any patent application of within the Exclusive Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (ix) to the knowledge of the Company, except there are no material defects in any of the patents or patent applications within the Intellectual Property. Except as would set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries are not reasonably be expected obligated or under any liability whatsoever to have a Material Adverse Effectmake any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries subsidiary own, or possess, have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to useuse technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, systems or procedures), designs, processes, licenses, patents, patent applications, patentstrademarks, trademarks (both registered service marks, trade and unregistered)service mark registrations, trade secrets, trade names, copyrightsknow how, trade secrets copyrights and other proprietary works of authorship, computer programs, technical data and information and other intellectual property (collectively, the “Intellectual Property”) that are or would reasonably be expected to be material to their business as currently conducted or as currently proposed to be conducted (including upon the commercialization of products or services described in the Registration Statement, the Pricing General Disclosure Package and or the Prospectus as being owned under development) or licensed by them; to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company or its subsidiary, except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s knowledge and except Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable in whole or in part. Except as described disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, (i) to the knowledge of the Company, there are no third parties who have or, or who will be able to establish rights to any Intellectual Property owned by, or licensed to, the Company and or its subsidiaries ownsubsidiary, or have obtained valid and enforceable licenses except for, or other and to the extent of, the ownership rights to use, all of the owners of the Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in which the Registration Statement, the Pricing General Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; Prospectus disclose is licensed to the Company’s knowledge; (ii) to the knowledge of the Company, there is no infringement by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiary; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that challenging the Company infringes Company’s rights in or otherwise violates to any Intellectual Property rights of othersowned by, except as would not reasonably be expected to have a Material Adverse Effector licensed to, the Company or its subsidiary, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); iv) 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 validity, enforceability or rights in scope of any Intellectual Property owned by, or to any Exclusive Intellectual Propertylicensed to, the Company and its subsidiary, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that (nor has the validity Company received any claim from a third party that) the Company or scope its subsidiary infringe or otherwise violate, or would, upon the commercialization of any Exclusive Intellectual Propertyproduct or service as described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or otherwise violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of another, and the Company is and its subsidiary are unaware of any facts which would could form a reasonable basis for any such claim action, suit, proceeding or claim; (vi) to the knowledge of the Company, no employee of the Company is 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; (vii) the Company and its subsidiary have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiary, and all such agreements are in full force and effect, except as could to the extent that the failure to comply would not reasonably be expected to have a Material Adverse Effect; (viii) 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 knowledge of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to that may render any patent within the Intellectual Property invalid or that may render any patent application of within the Exclusive Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (ix) to the knowledge of the Company, except there are no material defects in any of the patents or patent applications within the Intellectual Property. Except as would set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiary are not reasonably be expected obligated or under any liability whatsoever to have a Material Adverse Effectmake any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise.

Title to Intellectual Property. Except Parent and each Subsidiary (i) owns or possesses right to use all patents, patent applications, trademarks, service marks, domain names, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, formulae, customer lists, and know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, the “Intellectual Property”) necessary for the conduct of their respective businesses as presently being conducted and as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, except where the Company failure to own or possess would not reasonably be expected to have a Material Adverse Effect and its subsidiaries own(ii) have no reason to believe that the conduct of their respective businesses does or will conflict with, and have not received any notice of any claim of conflict with, any such right of others (except (x) for such right, or have obtained valid claimed right pursuant to the Amended and enforceable licenses forRestated Credit Agreement, dated as of February 20, 2007, among the Company, as borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and syndication agent, X.X. Xxxxxx Securities LLC, as sole lead arranger and joint book runner, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint book runner and Banc of America Securities LLC, as joint book runner, as amended (the “Credit Agreement”), or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as (y) where such conflict with any such right of others would not reasonably be expected to have a Material Adverse Effect; to ). Except as disclosed in the Company’s knowledgeRegistration Statement, there is no pending the Time of Sale Information and the Prospectus, or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the CompanyParent’s knowledge, there are is no infringement by third parties who have or will be able to establish rights to of any Intellectual Property described of Parent or any Subsidiary; except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus as exclusively owned Prospectus, or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); Effect, there is no pending or, to the CompanyParent’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual PropertyProperty of Parent or any Subsidiary; and except as disclosed in the Registration Statement, the Time of Sale Information and the Company is unaware of any facts which Prospectus, or as would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; , there is no pending or, to the CompanyParent’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity that Parent or scope any Subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectothers.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, own or have obtained valid and enforceable licenses fora right to use all patents, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)service marks, trade names, trademarks, service marks, copyrights, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, of their respective businesses as described currently conducted, except to the extent that lack of ownership or possession of such rights would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to . Except as described in each of the Company’s knowledgeTime of Sale Information and the Offering Memorandum, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes and its subsidiaries have not received any notice of infringement, misappropriation or otherwise violates other violation with any such Intellectual Property rights of othersany third party with respect to which, if the subject of an unfavorable decision, ruling or finding would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company as of the date hereof, the conduct of the business of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate, the Intellectual Property rights of any third party. To the knowledge of the Company, as of the date hereof, no third party is infringing upon, misappropriating or otherwise violating the Company’s or any of its subsidiaries’ rights in Intellectual Property owned by the Company or any of its subsidiaries, except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, . The Company has taken reasonable measures to protect the confidentiality of all trade secrets and confidential and proprietary information included in the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed Intellectual Property owned by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors subsidiaries from which the Company or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed of its subsidiaries derives independent economic value by the Companyvirtue of their not being generally known, except as would not reasonably be expected to have a Material Adverse Effect not, individually or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending oraggregate, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or. As of the date hereof, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would form and its subsidiaries do not use “open source” software in its products or services in a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; to manner that obligates the Company’s knowledge, there is no patent Company or patent application that contains claims that interfere with the issued or pending claims of any of its subsidiaries to disclose the Intellectual Property source code of its owned software, except for such disclosure as would not reasonably be expected to have a Material Adverse Effect; and to not, individually or in the Company’s knowledgeaggregate, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus the Company owns or 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 and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, “Intellectual Property”) used for the conduct of its business now conducted as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus; and, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the knowledge of the Company, the conduct of the Company’s business will not conflict in any material respect with any such rights of others and the Company and its subsidiaries own, has not received any notice of any claim of infringement or have obtained valid and enforceable licenses for, or other conflict with any such rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses of others. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or except as would not reasonably be expected to have a Material Adverse Effect; Effect (i) to the Company’s 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 the owners of the Intellectual Property which is licensed to the Company and (y) licenses granted by the Company in the ordinary course of business, (ii) there is no pending, or to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that challenging the Company infringes Company’s rights in or otherwise violates to, or asserting the violation of the terms of, any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse EffectProperty, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing 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 validity, enforceability or rights in or to scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, 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 otherwise violates or conflicts with any material patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of any Exclusive Intellectual Property, others and the Company is unaware of any facts which would could form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (v) to the Company’s knowledge, there is no patent infringement, misappropriation, breach, default or patent application other violation, or the occurrence of any event that contains claims that interfere with notice or the issued or pending claims passage of time would constitute any of the foregoing, by a third party of any Intellectual Property except as would not reasonably be expected to have a Material Adverse EffectProperty; and (vi) to the Company’s knowledge, there is no prior art material to any patent or patent application none of the Exclusive Intellectual Property that has not been disclosed used by the Company which is necessary to the U.S. Patent and Trademark Officeconduct of its business as now conducted or proposed in the Registration Statement, except as would not reasonably the Pricing Disclosure Package or the Prospectus to be expected to have a Material Adverse Effectconducted by it has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company.

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 and/or unpatentable proprietary or confidential 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 used by them or necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted (the “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 described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights (i) to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. 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 the owners of Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively which is licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries and (B) the rights of customers and channel partners to use Company Intellectual Property in the ordinary course, consistent with past practice, (ii) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or any of its subsidiaries’ rights in or to any third-parties (“Exclusive 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 rights in or to scope of any Exclusive Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; (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 Exclusive Intellectual Property, and that the Company is unaware or any of its subsidiaries infringes or misappropriates any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectintellectual property or other proprietary rights of others; (v) to the Company’s knowledge, there no Company Intellectual Property has been obtained or is no patent being used by the Company or patent application that contains claims that interfere with the issued or pending claims 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 (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 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 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 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 have a Material Adverse Effect; and be material to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent Company and Trademark Office, except its subsidiaries taken as would not reasonably be expected to have a Material Adverse Effectwhole.

Title to Intellectual Property. Except as described in the Registration StatementGuarantor Disclosure Documents, the Pricing Disclosure Package and the Prospectus, the Company Guarantor and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to useuse all technology (including but not limited to inventions and proprietary or confidential information, the inventionssystems or procedures), patent applicationsdesigns, processes, licenses, patents, trademarks (both registered and unregistered)trademarks, service marks, trade secrets, trade names, copyrightsknow how, trade secrets copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary information rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”) described that are used in their business as currently conducted or as proposed to be conducted or to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Guarantor or its subsidiaries, except where the failure to own, license or otherwise have rights to such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any . The Intellectual Property rights of othersthe Guarantor and its subsidiaries has not been adjudged by a court or other administrative body of competent jurisdiction to be invalid or unenforceable in whole or in part, except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Guarantor Disclosure Documents, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, (i) there are no third parties who have or established or, to the knowledge of the Guarantor, will be able to establish establish, rights to any Intellectual Property described in the Registration Statementowned by, or licensed to, the Pricing Disclosure Package and the Prospectus as exclusively owned Guarantor or exclusively licensed by the Companyits subsidiaries, except as would not reasonably be expected for, and to have a Material Adverse Effect the extent of, the ownership rights of the owners of the Intellectual Property which the Guarantor Disclosure Documents disclose is licensed to the Guarantor; (ii) to the knowledge of the Guarantor, there is no infringement, misappropriation or except for licenses granted in writing other violation by third parties of any Intellectual Property owned by, or licensed to, the Company Guarantor or its subsidiaries to any third-parties subsidiaries; (“Exclusive Intellectual Property”); iii) there is no pending or, to the Company’s knowledgeknowledge of the Guarantor, threatened action, suit, proceeding or claim by others challenging the CompanyGuarantor’s ownership or any of its subsidiaries’ rights in or to any Exclusive Intellectual Property, Property and the Company Guarantor is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effectaction, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledgeknowledge of the Guarantor, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Guarantor and its subsidiaries, and the Company Guarantor is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Guarantor, threatened action, suit, proceeding or claim except by others that (nor has the Guarantor or any of its subsidiaries received any claim from a third party that) the Guarantor or its subsidiaries infringe, misappropriate or otherwise violate, or would, upon the commercialization of any product or service described in the Guarantor Disclosure Documents as could not under development, infringe, misappropriate or otherwise violate, any Intellectual Property rights of others, and the Guarantor is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Guarantor and its subsidiaries have complied with and there has been no breach or default under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Guarantor and its subsidiaries, and all such agreements are in full force and effect; and (vii) the product candidates described in the Guarantor Disclosure Documents as under development by the Guarantor and its subsidiaries fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Guarantor and its subsidiaries except, in each case of (ii) through (vii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . Except as described in the Guarantor Disclosure Documents, the Guarantor and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the Company’s knowledge, there is no patent use thereof or patent application that contains claims that interfere in connection with the issued conduct of their respective businesses or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectotherwise.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, co-own, or have obtained or can acquire on commercially reasonable terms valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) intellectual property described in each of the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus as being owned or licensed by them; them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to the Company’s knowledge and except as described be conducted in each of the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusProspectus (collectively, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all “Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employeesProperty”). To the Company’s knowledge, : (i) there are no third parties who have or will be able to establish rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property described that is disclosed in each of the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or any of its subsidiaries and other than rights that may be granted to the U.S. government pursuant to applicable law, and the Company and each of its subsidiaries have taken all reasonable steps necessary to secure their respective interests in the Intellectual Property from their respective employees and contractors; (ii) there is no infringement by third parties of any third-parties (“Exclusive Intellectual Property”); (iii) neither the Company nor any of its subsidiaries is infringing the intellectual property rights of third parties; (iv) the Company and each of its subsidiaries is the sole owner or co-owner of the Intellectual Property owned by it and has the valid right to use such Intellectual Property; and (v) no employee of the Company or any of its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or such subsidiary. Except as described in each of the Pricing Prospectus and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (x) challenging the Company’s ownership or any of its subsidiaries’ rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (y) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property; or (z) asserting that either the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in each of the Registration Statement, the Pricing Prospectus and the Prospectus as under development, infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. The Company and each of its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such subsidiary, and all such agreements are in full force and effect. The clinical product candidates and other material product candidates described in each of the Registration Statement, the Pricing Prospectus and the Prospectus as under development by the Company is unaware fall within the scope of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no patent claims of one or more patents or patent application that contains claims that interfere with applications owned or co-owned by, or exclusively licensed to, the issued Company or pending claims of any of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectits subsidiaries.

Title to Intellectual Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectusto have a Material Adverse Effect, (i) the Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, or other possess adequate rights to use, the inventionsuse all material patents, patent rights and applications, patentscopyrights, trademarks (both registered and unregistered)trademarks, service marks, trade names, copyrightsinternet domain names, technology, confidential information, trademark registrations, service xxxx registrations, licenses, software, know-how (including trade secrets and other unpatented and/or unpatentable proprietary information (collectivelyor confidential information, systems or procedures) and other intellectual property and proprietary rights necessary to, or used in connection with, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, of their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus (collectively, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the “Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, Property”) and the Company is unaware and its subsidiaries use, and in the past have used, commercially reasonable efforts to maintain all information intended by the Company to be maintained as a trade secret; (ii) to the knowledge of any facts which could form a reasonable basis for any such claim; and the Company, none of the technology employed Company Intellectual Property owned by the Company has been obtained or its subsidiaries is being used by invalid or unenforceable and neither the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon nor any of its officerssubsidiaries has received any written challenge (including without limitation, directors notices of expiration) to the validity or employees. To enforceability thereof from any third-party or governmental authority and the Company’s knowledge, there are no third parties who Company and its subsidiaries have or will be able made all filings and paid all fees necessary to establish rights to maintain any Company Intellectual Property described owned by any of them for the conduct of their business as currently conducted and in the manner set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned Prospectus; and (iii) neither the Company nor any of its subsidiaries has received any written notice of any claim of infringement or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing misappropriation of intellectual property rights of others by the Company or any of its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending orsubsidiaries. As of the date hereof, to the Company’s knowledgecollection and use of personally identifiable information is in compliance with applicable laws, threatened actionindustry standards, suit, proceeding or claim by others challenging the Company’s ownership or rights in or privacy policies and contracts to any Exclusive Intellectual Property, and which the Company is unaware of any facts which would form a reasonable basis party pertaining thereto, except for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except non-compliance as would not reasonably be expected to have a Material Adverse Effect; and to not, individually or in the Company’s knowledgeaggregate, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except as described otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information or the Prospectus, the Company and Company, including its subsidiaries Subsidiaries, own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) intellectual property described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information or the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, them or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or which are necessary for the conduct of, their respective of the Company’s and its Subsidiaries’ businesses as described in the Registration Statementcurrently conducted or as currently proposed to be conducted (collectively, the Pricing Disclosure Package and the Prospectus“Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and 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 Effect on the Company orand its Subsidiaries taken as a whole, to and except as enforceability of any licenses may be limited by bankruptcy and other similar laws affecting the Company’s knowledge, upon any rights of its officers, directors or employeescreditors generally and general principles of equity. To the Company’s knowledge, 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 others. To the Company’s knowledge: (i) there are no third parties who have or will be able to establish rights to any registered Intellectual Property, other than any co-owner of any patent constituting Intellectual Property described 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 the Registration Statement, the Pricing Disclosure Package such patent application; and the Prospectus as exclusively owned or exclusively licensed (ii) there is no infringement by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to third parties of any third-parties (“Exclusive Intellectual Property”); there . 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 rights in or to any Exclusive Intellectual Property, and the Company is unaware not aware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others claim; (B) challenging the validity validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware not aware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the expansion or commercialization of any product or service described in the Registration Statement, the Time of Sale Information or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is not aware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected action, suit, proceeding or claim. The Company and its Subsidiaries have complied with the terms of each agreement pursuant to have a Material Adverse Effect; which Intellectual Property has been licensed to the Company’s knowledgeCompany or any Subsidiary, there is and all such agreements are in full force and effect. There are no patent or patent application that contains claims that interfere with the issued or pending claims of material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of nondisclosure and confidentiality agreements. The Intellectual Property except described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as would not reasonably be expected to have a Material Adverse Effect; and to under development by the Company’s knowledge, there is no prior art material to Company or any patent or patent application Subsidiary fall within the scope of the Exclusive Intellectual Property that has not been disclosed to claims of one or more patents owned by, or exclusively licensed to, the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse EffectCompany or any Subsidiary.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, Subsidiaries own or have obtained possess valid and enforceable licenses for, or other rights to use, the inventionsuse all material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) (collectively, the A-9 “Intellectual Property”) described used in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, of their respective businesses as described other than such rights in Intellectual Property, which the Registration Statementfailure to own or possess, the Pricing Disclosure Package has not had and the Prospectus, except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; . Except as set forth in the Company SEC Documents filed prior to March 16, 2007, the registrations with and applications to governmental or regulatory authorities in respect of such Intellectual Property are valid and in full force and effect, have not, except in accordance with the ordinary course practices of the Company and its Subsidiaries, lapsed, expired or been abandoned (subject to the Company’s knowledgevulnerability of a registration for trademarks to cancellation for lack of use), there is no pending except to the extent that such lapse, expiration, or threatened actionabandonment has not had and would not reasonably be expected to have, suitindividually or in the aggregate, proceeding a Material Adverse Effect. The consummation of the transaction contemplated hereby will not result in the loss or claim impairment of any rights to use such Intellectual Property or obligate the Investor to pay any royalties or other amounts to any third party in excess of the amounts that would have been payable by others that Company and its Subsidiaries absent the consummation of this transactions. Except as set forth in the Company infringes SEC Documents filed prior to March 16, 2007, (i) the Company and its Subsidiaries have taken reasonable security measures to protect the confidentiality and value of its and their trade secrets (or otherwise violates other Intellectual Property for which the value is dependent upon its confidentiality), and no such information, has been misappropriated or the subject of an unauthorized disclosure, except to the extent that such misappropriation or unauthorized disclosure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) the Company and its Subsidiaries have not received any notice that it is or they are, in default (or with the giving of notice or lapse of time or both, would be in default) under any contract relating to Intellectual Property except to the extent that such default has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in the Company SEC Documents, the conduct of the businesses of the Company and its Subsidiaries will not conflict in any respect with any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware and its Subsidiaries have not received any notice of any facts which could form a reasonable basis for claim of infringement or conflict with any such claim; and none rights of the technology employed by the Company others which has been obtained had or is being used by the Company would in violation of any contractual obligation binding on the Company orsuch case be reasonably expected to have, to the Company’s knowledge, upon any of its officers, directors individually or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. Except The Company and its subsidiaries own, or possess valid and enforceable licenses or other sufficient rights to practice under or to 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, works of authorship, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) in each case, owned or otherwise controlled by the Company or its subsidiaries and used in their respective businesses as currently conducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information Prospectus (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to ). To the Company’s knowledge and except as described in the Registration Statementknowledge, the Pricing Disclosure Package and the Prospectus, the Company conduct of its and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their subsidiaries’ respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus (“Disclosure Documents”)) do not currently and will not upon commercialization infringe, or misappropriate or otherwise conflict with any valid intellectual property rights of a third party, except as any such infringement, misappropriation or other conflict that would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; to . To the Company’s knowledge, the Intellectual Property owned by the Company has not been adjudged by a court of competent jurisdiction (excluding ordinary course patent prosecution activities) to be invalid or unenforceable, in whole or in part. Except as disclosed in the Disclosure Documents: (i) to the Company’s knowledge 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 Disclosure Documents” 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 Intellectual Property except any such infringement that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as disclosed in the Disclosure Documents, the Company is not in receipt of any pending or threatened in writing action, suit, proceeding or claim by any third party: (A) challenging the Company’s rights in or to any Intellectual Property, except any such pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; or (B) challenging the validity, and the Company is unaware enforceability or scope of any facts which could form a reasonable basis for Intellectual Property, except any such claim; and none of the technology employed by the Company has been obtained pending or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which that would form a reasonable basis for any such claim except as could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; there is no pending or. Except as disclosed in the Disclosure Documents, the Company and its subsidiaries have complied with the material terms of each material agreement pursuant to which Intellectual Property has been licensed to the Company’s knowledge, threatened action, suit, proceeding Company or claim by others challenging the validity or scope of any Exclusive Intellectual Propertyits subsidiaries, and the Company is unaware of all such agreements are in full force and effect, except any facts which non-compliance that would form a reasonable basis for any such claim except as could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; to . To the Company’s knowledge, except as disclosed in the Disclosure Documents, there is are no patent material defects of form in the preparation or patent application that contains claims that interfere with the issued or pending claims filing of any of the issued patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken commercially reasonable steps to obtain executed nondisclosure, confidentiality agreements and invention assignment agreements with their employees, and except as disclosed in the Disclosure Documents, 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 the Intellectual Property and such employee’s employment with the Company, except as any non-compliance by such employees would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; and to . To the Company’s knowledge, there is no prior art material to any patent or patent application the duty of candor and disclosure as required by the Exclusive Intellectual Property that has not been disclosed to the U.S. United States Patent and Trademark OfficeOffice 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 during the prosecution of the United States and foreign patents and patent applications, except as would not reasonably be expected to applicable, included in the Intellectual Property owned by the Company have a Material Adverse Effectbeen complied with.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, or have obtained and maintain valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, service marks, trade names, service names, domain names, copyrights, technology, know-how, trade secrets and other proprietary information (collectively, the “Intellectual Property”) intellectual property described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as being owned or licensed by them; them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to the Company’s knowledge and except be conducted as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus (collectively, “Intellectual Property”), and, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and is unaware of any claim to the contrary or any challenge by any other person to the rights of the Company or any of its subsidiaries ownwith respect to the Intellectual Property. To the Company’s knowledge, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; : (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as licensed to the Company’s knowledgeCompany or one or more of its subsidiaries, and (ii) there is no pending infringement, misappropriation or threatened action, suit, proceeding or claim other violation by others that the Company infringes or otherwise violates third parties of any Intellectual Property rights of others, except Property. Except as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, litigation, arbitration, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to (or use of) any Intellectual Property and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, litigation, arbitration, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property and none the Company is unaware of any facts which would form a reasonable basis for any such action, suit, litigation, arbitration, proceeding or claim; 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, the General Disclosure Package or the Prospectus, infringe, misappropriate or otherwise violate, any patent, trademark, service mark, trade name, service name, copyright, know-how, trade secret or other intellectual property or proprietary rights of others and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, litigation, arbitration, proceeding or claim. The Company and its subsidiaries (and, to the Company’s knowledge, the other parties thereto) have complied (and are in compliance) in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, no counterparty thereto has asserted the existence of any default thereunder by the Company or any of its subsidiaries, and all such agreements are in full force and effect and are valid, binding upon, and enforceable by or against the Company or such subsidiary (and, to the Company’s knowledge, the other parties thereto), as applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and general equitable principles. None of the technology or other intellectual property employed by the Company or any of its subsidiaries has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, upon any of its officers, directors or employees. To employees of the Company or any of its subsidiaries, and to the Company’s knowledge, there none of its or its subsidiaries’ employees are no 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 the basis of such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign intellectual property to an employer, or obligation not to use third-party intellectual property or other proprietary rights of a third parties who party, except for any such violations as would not reasonably be expected, individually or in the aggregate, to have or will be able to establish rights to any Intellectual Property a Material Adverse Effect. The Company’s products and product candidates described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by fall within the Company, except as would not reasonably be expected to have a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except owned by, or exclusively licensed in certain jurisdictions as would described in the Registration Statement, the General Disclosure Package and the Prospectus to, the Company or any subsidiary. The Company and its subsidiaries have taken reasonable steps to protect and maintain the confidentiality of their trade secrets and other confidential Intellectual Property. The Company is not reasonably be expected a party to have a Material Adverse Effect; and or bound by any options, licenses or agreements with respect to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property of any other person or entity that has are required to be set forth in the Registration Statement, the General Disclosure Package or the Prospectus and are not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectdescribed therein.

Title to Intellectual Property. Except as disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, the Company and its subsidiaries own, possess, license or can obtain on reasonable terms adequate rights to use all material patents, patent applications, inventions, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names, copyrights, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property described in the Registration Statement, Pricing Disclosure Package and Prospectus or otherwise necessary for the conduct of their respective businesses (“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 or conflict with any such rights of others that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, there are no valid and enforceable rights of third parties to the Intellectual Property that are or would be materially infringed by the business currently conducted by the Company and its subsidiaries. Except as would not, alone or in the aggregate, have a Material Adverse Effect, all Intellectual Property owned by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions, and the Company is not aware of any basis for a finding that any of the Intellectual Property is invalid or unenforceable. The Company and its subsidiaries have taken all commercially reasonable actions to maintain and protect all registered Intellectual Property owned by the Company or its subsidiaries, including payment of applicable maintenance fees, filing of applicable statements of use and timely response to office actions. The representations and warranties in this Section 3(r) apply solely with respect to Intellectual Property that is material for the current conduct of the respective businesses of the Company and its subsidiaries, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property rights of others, except as would not reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by representations and warranties in clause (i) of this Section 3(r) shall apply with respect to inbound licenses to “off the shelf” or “click through” software that is licensed to the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except as would not reasonably be expected to have subsidiaries on a Material Adverse Effect or except for licenses granted in writing by the Company or its subsidiaries to any thirdnon-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim except as could not reasonably be expected to have a Material Adverse Effect; 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 of the Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that has not been disclosed to the U.S. Patent and Trademark Office, except as would not reasonably be expected to have a Material Adverse Effectexclusive basis.