Common use of Title to Intellectual Property Clause in Contracts

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Property.

Title to Intellectual Property. The Except for specific matters the Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct is aware of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth that are accurately described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and except each of its subsidiaries own or possess, or can acquire on reasonable terms, adequate rights to all patents, patent rights, inventions, trademarks, service marks, trade names, domain names, goodwill associated with the foregoing, copyrights, licenses and 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 registration thereof (collectively, “Intellectual Property”) necessary for the conduct of the business of the Company and its subsidiaries taken as whole in all material respects as currently conducted and as proposed to be conducted, and, to the knowledge of the Company, neither the Company nor any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property of any third party in any material respect. The Company and its subsidiaries have not received any written notice of, and are not otherwise aware of, any pending or threatened claim of infringement, misappropriation or other violation of any Intellectual Property of any third party or any written notice challenging the validity, scope or enforceability of their respective Intellectual Property or rights therein, in each case which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (i) . The Company is not aware of any specific facts or combination of facts that would support a finding that any of the material issued or granted patents owned by or licensed to the Company and or any of its subsidiaries ownis invalid or unenforceable and, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding all such issued or claim by any third party challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company granted patents are valid and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertyenforceable.

Title to Intellectual Property. The Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries Significant Subsidiaries own, possess, license or otherwise have other rights to use on reasonable terms, all patents, trademarks trade and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how how, and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses the Company’s business as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effectconducted. In each case, except Except as set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, Prospectus and except as would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its subsidiaries ownowns, license or have has rights to use under license, all Company such Intellectual Property free and clear in all material respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no material infringement by third parties of any Company such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiariesSignificant Subsidiaries’ rights in or to any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company such Intellectual Property, and the Company is unaware of any facts that would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary or any Significant Subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) to the Company knowledge of the Company, there is no valid and its subsidiaries have taken commercially reasonable steps to maintain and protect Company subsisting patent or published patent application that would preclude the Company, in any material respect, from practicing any such Intellectual Property.

Title to Intellectual Property. The Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, possess, license own or otherwise have valid and enforceable rights to use all the patents, patent applications, trademarks and service marks, trademark and service xxxx registrations and applications, trade names, domain names, all goodwill associated with the foregoing, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, software, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects, as now conducted conducted, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. Except as proposed to be conducted described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iiia) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by any third party others, challenging the Company’s or any of its subsidiaries’ subsidiary’s rights in or to any Company such Intellectual Property, and the Company is unaware of any material fact which would form a reasonable basis for any such claim; (ivb) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others, that the Company or any third party challenging of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property of others, and the validity, scope or enforceability Company is unaware of any Company Intellectual Propertyother material fact which would form a reasonable basis for any such claim; (vc) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others challenging the validity, enforceability or scope of any third party alleging Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company and or any of its subsidiary infringes or otherwise violates any Intellectual Property rights subsidiaries has a right to use, the Company is unaware of any third partysuch claim, and, in either case, the Company is unaware of any material fact which would form a reasonable basis for any such claim; (d) there is no prior art of which the Company is aware that would reasonably be expected to render invalid any patent owned by the Company or any of its subsidiaries or that the Company has rights to use the inventions covered thereby which has not been disclosed to the applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect, and the Company is not in material breach or default thereof, and to the knowledge of the Company, other parties to those agreements are not in material breach or default thereof; and (vif) the granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have taken commercially reasonable steps to maintain been duly maintained and protect Company Intellectual Propertyare in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part.

Title to Intellectual Property. The Except as would not, individually or in the aggregate, have a Material Adverse Effect, Parent, the Company and its subsidiaries the Significant Subsidiaries own, possess, license or otherwise have other rights to use on reasonable terms, all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how how, and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their Parent’s, the Company’s and the Significant Subsidiaries’ respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effectconducted. In each case, except Except as set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, Prospectus and except as would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, (i) Parent, the Company and its subsidiaries the Significant Subsidiaries own, license or have rights to use under license, all Company such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the CompanyParent, there is no infringement infringement, misappropriation or other violation by any third parties of any Company such Intellectual Property; (iii) there is no pending or, to the Company’s knowledgeknowledge of Parent, threatened action, suit, proceeding or claim by any third party challenging Parent’s, the Company’s or its subsidiariesthe Significant Subsidiaries’ rights in or to any Company such Intellectual Property, and the Company and the Guarantors are unaware of any facts which would form a reasonable basis for any such claim, action, suit or proceeding; (iv) there is no pending or, to the Company’s knowledgeknowledge of Parent, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company such Intellectual Property, and the Company is unaware of any facts that would form a reasonable basis for any such claim, action, suit or proceeding; (v) there is no pending or, to the Company’s knowledgeknowledge of Parent, threatened action, suit, proceeding or claim by any third party alleging that Parent, the Company and its subsidiary infringes or any Significant Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property rights of any third party, and Parent is unaware of any other fact which would form a reasonable basis for any such claim, action, suit or proceeding; and (vi) to the knowledge of Parent, there is no valid and subsisting patent or published patent application that would preclude Parent, the Company and its subsidiaries have taken commercially reasonable steps to maintain the Significant Subsidiaries from practicing any Intellectual Property necessary for the conduct of Parent’s, the Company’s and protect Company Intellectual Propertythe Significant Subsidiaries’ respective businesses as now conducted.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have rights possess the right to use all inventions, patents, trademarks and trademarks, service marks, trade names, domain names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secretslicenses, technology, know-how 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, the “Intellectual Property”) necessary for or material to the conduct of their respective businesses as now currently conducted or and as proposed to be conducted conducted, in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except each case as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effectand, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties the conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Company Intellectual Property; (iii) there Property of others in any material respect. There is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ any subsidiary of the Company’s rights in or to any Company of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company or any of its subsidiaries has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated or conflicted with any Intellectual Property of any third party party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property of the Company Intellectual Property; or any of its subsidiaries, and in the case of each of (vi), (ii) there and (iii), the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. All Intellectual Property owned by any the Company or its subsidiaries is valid and enforceable to the knowledge of the Company, is owned solely by the Company or its subsidiaries, is owned free and clear of all liens, encumbrances, defects and other restrictions, except as may be limited by a court in equity or pursuant to the laws of bankruptcy, insolvency or other similar laws, and to the knowledge of the Company, no third party alleging that the Company and its subsidiary infringes has infringed, misappropriated or otherwise violates violated any Intellectual Property rights owned by or exclusively licensed to the Company or any of any third party; and (vi) the its subsidiaries. The Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company at all times maintained the confidentiality of all Intellectual Property, the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof. All founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property, or (ii) has obtained a valid right to exploit such Intellectual Property, sufficient for the conduct of its business as currently conducted and as proposed to be conducted, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses Except as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries ownown or possess, license or have can acquire on reasonable terms, adequate rights to use all patents, patent rights, trademarks, service marks, trade names, domain names, goodwill associated with the foregoing, copyrights, licenses, know-how and other similar intellectual property rights (including, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all registrations and applications for registration of the foregoing (collectively, “Intellectual Property”), in each case necessary for the conduct of the business of the Company Intellectual Property free and clear its subsidiaries taken as whole in all material respects of all adverse claimsas currently conducted and as proposed to be conducted, liens or other encumbrances; (ii) and, to the knowledge of the Company, there is no infringement by third parties the conduct of the businesses of the Company and its subsidiaries has not conflicted with, infringed, misappropriated or otherwise violated any Intellectual Property of any third party in any material respect. The Company Intellectual Property; (iii) there is no pending or, to not aware of any facts that would inform a reasonable basis for a claim that the commercialization of any of the Company’s knowledgeproduct candidates would infringe, threatened action, suit, proceeding misappropriate or claim by otherwise violate any Intellectual Property of any third party challenging the Company’s in any material respect. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or its subsidiaries’ rights in or to other violation of any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by Property of any third party or any written notice challenging the validity, scope or enforceability of their respective patents, trademarks or rights therein, in each case, which would reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any specific facts or combination of facts that cause the Company Intellectual Property; (v) there is no pending or, to reasonably conclude that any of the material patents owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding Company or claim any of its subsidiaries is invalid or unenforceable or that any of the material patent applications owned by any third party alleging that or licensed to the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertywould, if issued, be invalid or unenforceable.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“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 or conflict with any such rights of others, and the Company is unaware of any facts that would form a reasonable basis for any such claim. To the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property, except as such infringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) The Intellectual Property owned by the Company and its subsidiaries ownand, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company the Intellectual Property; (iii) Property licensed to the Company, have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the Company’s validity or its subsidiaries’ rights in or to scope of any Company such Intellectual Property; (iv) there , and the Company is no pending or, to unaware of any facts which would form a reasonable basis for any such claim. To the Company’s knowledge, threatened action, suit, proceeding no employee of the Company is in or claim by any third party challenging the validity, scope or enforceability has ever been in violation 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 Intellectual Property; (v) there is no pending or, to or actions undertaken by the employee while employed with the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries ownown or possesses valid license to all inventions, possesspatent applications, license or otherwise have rights to use all patents, trademarks (both registered and service marksunregistered), trade names, service names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how secrets and other intellectual property proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company and or any of its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancessubsidiaries; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s or any of its subsidiaries’ rights in or to any Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and or any of its subsidiary infringes subsidiaries infringe or otherwise violates violate, or would, upon the commercialization of any Intellectual Property product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any third partyfacts which could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) the Company and its subsidiaries have taken commercially reasonable steps complied in all material respects with the terms of each agreement pursuant to maintain which Intellectual Property has been licensed to the Company or any subsidiary, and protect all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and its subsidiaries own, possessor have obtained valid and enforceable licenses for, license or otherwise have other rights to use all use, the inventions, patent applications, patents, trademarks (both registered and service marksunregistered), trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how secrets and other intellectual property proprietary information (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”)as being owned or licensed by them, 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. In each case; and (i) to the Company’s knowledge, except as set forth in the Registration Statementthere is no infringement, the Pricing Disclosure Package and the Prospectus, and except as misappropriation or violation by third parties of any such Intellectual Property that would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company’s knowledge, there is no infringement pending or threatened action, suit, proceeding or claim by third parties others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any Company Intellectual Propertyfacts which 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 any third party others challenging the Company’s rights of the Company or its subsidiaries’ rights subsidiaries in or to any Company such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property, in each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any third party challenging 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 or enforceability of any Company such Intellectual Property, in each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suit, proceeding directors or claim by any third party alleging that the Company and its subsidiary infringes employees or otherwise violates 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 rights described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as owned or exclusively licensed by the Company or its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any third parties; (vii) the Company is not a party to or bound by any options, licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any third partyof the Intellectual Property that would a Material Adverse Effect on the Company; and (viix) to the Company’s knowledge, there is no prior art material to any patent or patent application owned or exclusively licensed by the Company that has not been disclosed to the U.S. Patent and its subsidiaries Trademark Office that would have taken commercially reasonable steps to maintain and protect Company Intellectual Propertya Material Adverse Effect.

Title to Intellectual Property. The To the knowledge of the Company, the Company and its subsidiaries ownowns, possesspossesses, or has a valid license or otherwise have rights to use all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses the Company’s business as now currently conducted or and as proposed to be conducted (collectively, “Intellectual Property”), and, to the knowledge of the Company, the conduct of the Company’s business does not and will not conflict in any material respect with any such rights of others. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual PropertyDisclosure Documents”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company has not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of others in connection with Company’s patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and its subsidiaries ownknow-how, license or have rights which could reasonably be expected to use all result in a Material Adverse Effect, and the Company Intellectual Property free and clear in all respects is unaware of all adverse claimsany facts which would form a reasonable basis for any such claim, liens or other encumbrances; (ii) 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 the Intellectual Property as licensed to the Company; (iii) to the Company’s knowledge, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any third party Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Disclosure Documents 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; (v) there is no pending orthe Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect; and (vi) to the Company’s knowledge, threatened actionthere are no material defects in any of the patents or patent applications included in the Intellectual Property. In particular, suitall priority claims made in any United States patents and pending patent applications of the Intellectual Property are valid, proceeding and all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or pending patent applications of the Intellectual Property violate the Paris Convention Treaty. All United States patents and pending patent applications of the Intellectual Property claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the Disclosure Documents as under development by any third party alleging that the Company and its subsidiary infringes fall within the scope of the claims of one or otherwise violates any Intellectual Property rights of any third party; and (vi) more patents or patent applications owned by, or exclusively licensed to, the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual PropertyCompany.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license each Subsidiary own or otherwise have possess adequate rights to use all patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual PropertyProperty Rights”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”)currently conducted, except as would not reasonably be expected to have a Material Adverse Effect. In each caseEffect and, except as set forth in to the Registration StatementCompany’s knowledge, the Pricing Disclosure Package conduct of their respective businesses does not infringe, misappropriate or otherwise conflict with any Intellectual Property Rights of others. The Company and the ProspectusSubsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any Intellectual Property Rights of others, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging others that the Company’s Company or its subsidiaries’ rights in the Subsidiaries infringes, misappropriates or to any Company otherwise conflicts with the Intellectual Property; (iv) there Property Rights of others. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, scope validity or enforceability of any Intellectual Property Rights that are material to the conduct of the businesses of the Company and the Subsidiaries, and none of the patents owned by the Company or any of the Subsidiaries has been adjudged to be invalid or unenforceable in whole or in part. The Company is not aware of any infringement, misappropriation or violation by third parties of any Intellectual Property; (v) there is no pending orProperty Rights owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect. For purposes of this section, the term “to the Company’s knowledge” includes without limitation, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights knowledge of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual PropertyCompany’s chief legal officer.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use use, on reasonable terms, all patents, trademarks patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably to be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, conducted. (i) the Company and its subsidiaries own, license or have There are no rights of third parties to use all Company any such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (ii) to the knowledge of the Company, there is no material infringement by third parties of any Company such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the Company’s ’s, or any of its subsidiaries’ ’, rights in or to to, or that interferes with the issued or pending claims to, any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (v) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party alleging others that the Company and or any of its subsidiary subsidiaries infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; others, and (vi) the Company and its subsidiaries have taken commercially is unaware of any other fact which would form a reasonable steps to maintain and protect Company Intellectual Propertybasis for any such claim.

Title to Intellectual Property. The Except as disclosed in the SEC Documents, the Company and its subsidiaries ownowns, possesspossesses, license licenses or otherwise have has other rights to use all patents, trademarks patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectivelythat, to the “Intellectual Property”) knowledge of the Company, is necessary for the conduct of their respective businesses the Company’s business as now conducted or (as proposed to be conducted described in the Registration StatementSEC Documents, collectively, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the SEC Documents or except in each case as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in Effect on the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected Company: (a) there are no material rights of third parties to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all any such Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (iib) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s or its subsidiaries’ rights in or to any such Company Intellectual Property; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any such Company Intellectual Property; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and its subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (f) to the Company’s knowledge, there is no U.S. patent which contains claims that dominate any Company Intellectual Property rights described in the SEC Documents or that interferes under 35 U.S.C. §102(g) with the pending claims of any third partyCompany Intellectual Property; (g) to the Company’s knowledge, there is no prior art of which the Company is aware that would render any U.S. patent held by the Company invalid which has not been disclosed to the U.S. Patent and Trademark Office (the “PTO”); and (vih) the Company and its subsidiaries have taken commercially reasonable steps is not obligated to maintain and protect pay a material royalty, grant a license, or provide other material consideration to any third party in connection with the Company Intellectual Property. Except as otherwise disclosed in the SEC Documents, to the Company’s knowledge, all patents and patent applications owned by the Company and filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company has complied with their duty of candor and disclosure to the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and disclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. The Company and its subsidiaries own, possessor have obtained valid and enforceable licenses for, license or otherwise have rights to use all the inventions, patent applications, patents, trademarks and service markstrademarks, trade names, service names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how secrets and other intellectual property (collectively, the “Intellectual Property”) necessary for the to conduct of their respective businesses as now conducted or or, as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as currently proposed to be conducted (collectively, “Intellectual Property”). Except as would not reasonably be expected to have result in a Material Adverse Effect, (i) to the Company and its subsidiaries ownCompany’s knowledge, license or there are no third parties who have rights to use all Company any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property free that is disclosed in the Registration Statement, the Pricing Disclosure Package and clear in all respects of all adverse claims, liens or other encumbrances; (ii) the Prospectus as licensed to the knowledge Company or one or more of its subsidiaries. Except as previously disclosed to the Representatives, to the Company’s knowledge, there is no infringement by third parties of any Company Intellectual Property; (iii) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by that would individually, or in the aggregate, together with any third party other claims in this subsection (u), reasonably be expected to result in a Material Adverse Effect; (B) challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; (v) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by that would individually, or in the aggregate, together with any third party alleging other claims in this subsection (u), reasonably be expected to result in a Material Adverse Effect; or (C) asserting that the Company and or any of its subsidiary subsidiaries infringes or otherwise violates violates, or would, upon the commercialization of any Intellectual Property product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any third party; and facts which would form a reasonable basis for any such action, suit, proceeding or claim that would individually, or in the aggregate, together with any other claims in this subsection (vi) the u), reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken commercially reasonable steps complied with the material terms of each agreement pursuant to maintain which Intellectual Property has been licensed to the Company or any subsidiary, and protect all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as currently under development by the Company Intellectual Propertyor any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have possess valid and enforceable licensed rights to use use, or can acquire on reasonable terms, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, internet domain names, copyrights, domain names (in each case including all registrations works of authorship, licenses, proprietary information and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted (collectively, “Intellectual Property”), and 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 or conflict with any intellectual property rights of another which would, singly or in the aggregate, result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. To the Company’s knowledge and 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: (i) there are no third parties who have rights to any Intellectual Property and (ii) there is no infringement by third parties of any Intellectual Property”), except . Except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party claim; (B) challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; (v) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party alleging 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 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 subsidiary infringes or otherwise violates any subsidiaries have materially complied with the terms of each agreement pursuant to which Intellectual Property rights 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 any third party; and (vi) the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken commercially all reasonable steps to protect, maintain and protect Company safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees. 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. To the Company’s knowledge, 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. The product candidates described in the Disclosure Documents as under development by the Company or its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses Except as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries ownown or possess, license or have can acquire on reasonable terms, adequate rights to use all patents, patent rights, trademarks, service marks, trade names, domain names, goodwill associated with the foregoing, copyrights, licenses, know-how and other similar intellectual property rights (including, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all registrations and applications for registration of the foregoing (collectively, “Intellectual Property”), in each case necessary for the conduct of the business of the Company Intellectual Property free and clear its subsidiaries taken as whole in all material respects of all adverse claimsas currently conducted and as proposed to be conducted, liens or other encumbrances; (ii) and, to the knowledge of the Company, there is no infringement by third parties the conduct of the businesses of the Company and its subsidiaries has not conflicted with, infringed, misappropriated or otherwise violated any Intellectual Property of any third party in any material respect. The Company Intellectual Property; (iii) there is no pending or, to not aware of any facts that would inform a reasonable basis for a claim that the commercialization of any of the Company’s knowledgeproduct candidates would infringe, threatened action, suit, proceeding misappropriate or claim by otherwise violate any Intellectual Property of any third party challenging the Company’s in any material respect. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or its subsidiaries’ rights in or to other violation of any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by Property of any third party or any written notice challenging the validity, scope or enforceability of their respective patents or rights therein, in each case, which would reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any specific facts or combination of facts that cause the Company Intellectual Property; (v) there is no pending or, to reasonably conclude that any of the material patent applications owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding Company or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertywould, if issued, be invalid or unenforceable.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess or can acquire on commercially reasonable terms adequate rights to use all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other material technology and intellectual property (collectivelyrights, including the “Intellectual Property”) right to xxx for past, present and future infringement, misappropriation or dilution of any of the same necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would 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 Intellectual Property that could reasonably be expected to have a Material Adverse Effect. In each case, except Except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) to the Company and its subsidiaries ownCompany’s knowledge, license there are no third parties who have ownership rights or have rights to use all Company any Intellectual Property, except for (A) the retained rights of the owners of Intellectual Property free which is licensed to the Company or its subsidiaries and clear (B) the rights of customers and channel partners to use Intellectual Property in all respects of all adverse claimsthe ordinary course, liens or other encumbrances; consistent with past practice, (ii) to the knowledge of the Company, there is no infringement pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by third parties others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s validity, enforceability or its subsidiaries’ rights in or to scope of any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any third party challenging the validity, scope of its subsidiaries infringes or enforceability misappropriates any intellectual property or other proprietary rights of any Company Intellectual Propertyothers; and (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding no Intellectual Property has been obtained or claim is being used by any third party alleging that the Company and or any of its subsidiary infringes subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise violates any Intellectual Property in violation of the rights of any third party; and persons, except, in the case of each of (vii) through (v) above, where the outcome of which would not be expected to have a Material Adverse Effect. The Company and its subsidiaries have taken commercially reasonable steps necessary to maintain secure interests in the Intellectual Property developed by their employees, consultants, agents and protect 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 Intellectual Property owned by the Company Intellectual Propertyor 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 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. 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 have a Material Adverse Effect. 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.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license subsidiary own or otherwise have possess valid and enforceable rights to use all patents, trademarks and trademarks, service marks, trade names, domain names, copyrights, domain names licenses and know-how (in each case including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all other similar intellectual property or proprietary rights throughout the world (including all registrations and applications to register same)for registration of, inventionsand all goodwill associated with, trade secrets, technology, know-how and other intellectual property the foregoing) (collectively, the “Intellectual Property”) ), and, in each case necessary for or material to, and sufficient for, the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company to be conducted, and, to the knowledge of the Company, the conduct of its and its subsidiary’s respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property”)Property of any third party in any material respect, except and, to the knowledge of the Company, the future conduct of its and its subsidiary’s respective businesses as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, will not infringe, misappropriate or otherwise violate any Intellectual Property of any third party in any material respect. Except as would not 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 by any third party (i) challenging the Company’s or its subsidiary’s rights in or to any of their respective owned or licensed Intellectual Property; (ii) alleging that the Company or its subsidiary has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the ownership, validity, scope or enforceability of any Intellectual Property of the Company or its subsidiary, and in the case of each of (i), (ii) and (iii), the Company is not aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. In each caseExcept as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by the Company or its subsidiary is (x) except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, valid and except enforceable, (y) owned solely by the Company or its subsidiary, and (z) owned free and clear of all liens, encumbrances, defects and other restrictions. Except as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by third parties of any Company Intellectual Property; (iii) there is no pending or, or exclusively licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s Company or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the subsidiary. The Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps actions necessary to maintain and protect all Intellectual Property owned by the Company or its subsidiary, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiary have at all times taken all reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property owned or licensed by the Company or its subsidiary, the value of which to the Company or its subsidiary is contingent upon maintaining the confidentiality thereof. All founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company or its subsidiary have signed confidentiality and invention assignment agreements with the Company or its subsidiary, as applicable, pursuant to which the Company or its subsidiary either has obtained (A) ownership of and is the exclusive owner of such Intellectual Property or (B) a valid right to exploit such Intellectual Property, in each case sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses Except as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and except its subsidiaries own or possess valid rights to use all intellectual property rights throughout the world, including all trademarks, service marks, trade names, domain names, and all goodwill associated with the foregoing, patents, patent rights, inventions, copyrights and copyrightable works, licenses, technology, know-how, trade secrets and other intellectual property and proprietary or confidential information, systems or procedures (including all registrations and applications for registration of the foregoing) (collectively, “Intellectual Property”) necessary for or material to the conduct of its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, and, to the knowledge of the Company, the conduct of its business has not infringed, misappropriated or otherwise violated any Intellectual Property of others in any material respect, and, to the knowledge of the Company, the future conduct of its business as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, will not infringe, misappropriate or otherwise violate any Intellectual Property of others in any material respect. Except as would not not, individually or in the aggregate, if determined adversely to the Company, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ rights in or to any Company of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated or conflicted with any Intellectual Property of any third party party; or (iii) challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to Property of the Company’s knowledge, threatened and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by any the Company is valid and enforceable, is owned solely by the Company, is owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party alleging that the Company and its subsidiary infringes has infringed, misappropriated or otherwise violates violated any Intellectual Property rights of any third party; and (vi) owned by or exclusively licensed to the Company. The Company and its subsidiaries have taken commercially reasonable steps actions necessary to maintain and protect all material registered Intellectual Property (including all applications therefor) owned by the Company, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate have a Material Adverse Effect, all founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property, or (ii) 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 to be conducted.

Title to Intellectual Property. The Except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, the Company and its subsidiaries own, possess, license own or otherwise have possess valid rights to use all patentsintellectual property rights throughout the world, trademarks and including all trademarks, service marks, trade names, copyrightsdomain names, domain names and all goodwill associated with the foregoing, patents, patent rights, inventions, copyrights and copyrightable works, licenses, technology, know-how, trade secrets and other intellectual property and proprietary or confidential information, systems or procedures (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property for registration of the foregoing) (collectively, the “Intellectual Property”) necessary for or material to the conduct of their respective businesses its business as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package Prospectus, and the Prospectus (“Company Time of Sale Information to be conducted, and, to the knowledge of the Company, the conduct of its business has not infringed, misappropriated or otherwise violated any Intellectual Property”)Property of others in any material respect, except and, to the knowledge of the Company, the future conduct of its business as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except the Time of Sale Information to be conducted, will not infringe, misappropriate or otherwise violate any Intellectual Property of others in any material respect. Except as would not not, individually or in the aggregate, if determined adversely to the Company, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ rights in or to any Company of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated or conflicted with any Intellectual Property of any third party party; or (iii) challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to Property of the Company’s knowledge, threatened and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. Except as disclosed in the Prospectus and the Time of Sale Information, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by any the Company is valid and enforceable, is owned solely by the Company, is owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party alleging that the Company and its subsidiary infringes has infringed, misappropriated or otherwise violates violated any Intellectual Property rights of any third party; and (vi) owned by or exclusively licensed to the Company. The Company and its subsidiaries have taken commercially reasonable steps actions necessary to maintain and protect all material registered Intellectual Property (including all applications therefor) owned by the Company, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate have a Material Adverse Effect, all founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property, or (ii) 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 Prospectus, and the Time of Sale Information to be conducted.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license each Subsidiary (i) owns or otherwise have rights possesses a right to use all patents, trademarks and patent applications, trademarks, service marks, domain names, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses, formulae, customer lists, and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectivelyincluding 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 now presently being conducted or and as proposed to be conducted described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus (“Company Intellectual Property”)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). In each case, except Except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, and except Prospectus or as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Intellectual Property of the Company Intellectual Propertyor any Subsidiary; (iii) except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by any third party others challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property of the Company Intellectual Propertyor any Subsidiary; (iv) and except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and its subsidiary or any Subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertyothers.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have other rights to use all patents, trademarks patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company to be conducted except where the failure to own or possess or otherwise be able to acquire such Intellectual Property”)Property would not, except as would not reasonably be expected to have singly or in the aggregate, result in a Material Adverse Effect. In each case, except Except as set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) to the Company and its subsidiaries ownknowledge of the Company, license or have rights to use all Company there is no material infringement by third parties of any such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the Company’s rights of the Company or any of its subsidiaries’ rights subsidiaries in or to any Company such Intellectual Property; (iviii) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any Company such Intellectual Property; (viv) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party alleging others that the Company and its subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (v) to the knowledge of the Company, there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Intellectual Property rights described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by or licensed to the Company or any third partyof its subsidiaries or that interferes with the issued or pending claims or any such Intellectual Property; and (vi) there is no prior art of which the Company and is aware that may render any U.S. patent held by the Company or any of its subsidiaries have taken commercially reasonable steps invalid or any U.S. patent application held by the Company or any of its subsidiaries unpatentable which has not been disclosed to maintain the U.S. Patent and protect Company Intellectual PropertyTrademark Office, except for the foregoing items set forth in clauses (i) through (vi) of this subparagraph, which would not, individually or in the aggregate, result in a Material Adverse Effect.

Title to Intellectual Property. The To the knowledge of the Company, (i) the Company and its subsidiaries and the Acquired Company and its subsidiaries own, possesspossess or can acquire on reasonable terms, license or otherwise have adequate rights to use all patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, ) and know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now currently conducted or by the Company and the Acquired Company, respectively, and as proposed expected to be conducted in by the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesCompany; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company such Intellectual PropertyProperty by any third parties; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiaries’ or the Acquired Company’s or its subsidiaries’ rights in or to any Company such Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company such Intellectual Property; (v) there is no pending or, to the current and expected conduct of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates subsidiaries’ and the Acquired Company’s and its subsidiaries’ respective businesses will not conflict in any Intellectual Property material respect with any such rights of any third partyothers; and (vi) none of the Company and or its subsidiaries or the Acquired Company or its subsidiaries have taken commercially reasonable steps received any notice of any claim of infringement or conflict with any such rights of others, except, in each case, where the same would not reasonably be expected to maintain and protect Company Intellectual Propertyhave a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use use, on reasonable terms, all patents, trademarks patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably to be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, conducted. (i) the Company and its subsidiaries own, license or have There are no rights of third parties to use all Company any such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (ii) to the knowledge of the Company, there is no material infringement by third parties of any Company such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the Company’s ’s, or any of its subsidiaries’ ’, rights in or to to, or that interferes with the issued or pending claims to, any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (v) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party alleging others that the Company and or any of its subsidiary subsidiaries infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; others, and (vi) the Company and its subsidiaries have taken commercially is unaware of any other fact which would form a reasonable steps to maintain and protect Company Intellectual Propertybasis for any such claim.

Title to Intellectual Property. The Company and its subsidiaries own, possessor have obtained valid and enforceable licenses for, license or otherwise have rights to use all the inventions, patent applications, patents, trademarks and service markstrademarks, trade names, service names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how secrets and other intellectual property (collectively, described in each of the “Intellectual Property”) Time of Sale Information and the Offering Memorandum as being owned or licensed by them or which are necessary for the conduct of their respective businesses as now currently conducted or as currently proposed to be conducted in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum (collectively, “Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in To the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in each of the Time of Sale Information and the Offering Memorandum as licensed to the Company or any of its subsidiaries, and the Company and each of its subsidiaries own, license or have rights taken all reasonable steps necessary to use all Company secure their respective interests in the Intellectual Property free from their respective employees and clear in all respects of all adverse claims, liens or other encumbrancescontractors; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company 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 Time of Sale Information and the Offering Memorandum, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (x) challenging the Company’s or any of its subsidiaries’ rights in or to any Company Intellectual Property; (ivy) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; or (vz) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging asserting that either the Company and or any of its subsidiary subsidiaries infringes or otherwise violates violates, or would, upon the commercialization of any Intellectual Property product or service described in each of the Time of Sale Information and the Offering Memorandum as under development, infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of any third party; and (vi) the others. The Company and each of its subsidiaries have taken commercially reasonable steps complied with the terms of each agreement pursuant to maintain which Intellectual Property has been licensed to the Company or such subsidiary, and protect all such agreements are in full force and effect. The clinical product candidates and other material product candidates described in each of the Time of Sale Information and the Offering Memorandum as under development by the Company Intellectual Propertyfall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any of its subsidiaries.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use use, on reasonable terms, all patents, trademarks patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably to be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, conducted. (i) the Company and its subsidiaries own, license or have There are no rights of third parties to use all Company any such Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (ii) to the knowledge of the Company, there is no material infringement by third parties of any Company such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the Company’s ’s, or any of its subsidiaries’ ’, rights in or to to, or that interferes with the issued or pending claims to, any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any Company such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (v) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party alleging others that the Company and or any of its subsidiary subsidiaries infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; others, and (vi) the Company and its subsidiaries have taken commercially is unaware of any other fact which would form a reasonable steps to maintain and protect Company Intellectual Propertybasis for any such claim.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property (collectivelyrights, including the “Intellectual Property”) 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 now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would 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 Intellectual Property that could reasonably be expected to have a Material Adverse Effect. In each case, except Except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) to the Company and its subsidiaries ownCompany’s knowledge, license there are no third parties who have or have will be able to establish ownership rights or rights to use all Company any Intellectual Property, except for (A) the retained rights of the owners of Intellectual Property free which is licensed to the Company or its subsidiaries and clear (B) the rights of customers and channel partners to use Intellectual Property in all respects of all adverse claimsthe ordinary course, liens or other encumbrances; consistent with past practice, (ii) to the knowledge of the Company, there is no infringement pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by third parties others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s validity, enforceability or its subsidiaries’ rights in or to scope of any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any third party challenging the validity, scope of its subsidiaries infringes or enforceability misappropriates any intellectual property or other proprietary rights of any Company Intellectual Propertyothers; and (v) there is no pending or, to the Company’s knowledge, threatened actionno Intellectual Property 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, suitor otherwise in violation of the rights of any persons, proceeding or claim by any third party alleging that except, in the case of each of (i) through (v) above, where the outcome of which would not be expected to be material in light of all relevant facts and circumstances to the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the subsidiaries, taken as a whole. The Company and its subsidiaries have taken commercially reasonable steps necessary to maintain secure interests in the Intellectual Property developed by their employees, consultants, agents and protect 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 Intellectual Property owned by the Company Intellectual Propertyor 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 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. 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 be material to the Company and its subsidiaries taken as a whole.

Title to Intellectual Property. The Except as set forth in the Prospectus, the Company and its subsidiaries Subsidiaries own, possess, license or otherwise have other rights to use all foreign and domestic patents, trademarks patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”) ), necessary for the conduct of their respective businesses as now conducted or as proposed in the Prospectus to be conducted except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected (a) there are no rights of third parties to have a Material Adverse Effect, (i) any such Intellectual Property owned by the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesSubsidiaries; (iib) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Company such Intellectual Property; (iiic) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property; (d) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any third party challenging the Company’s patent, trademark, copyright, trade secret or its subsidiaries’ other proprietary rights in or to any Company Intellectual Propertyof others; (ivf) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) have been commenced against any patent or patent application described in the Prospectus as being owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vig) the Company and its subsidiaries Subsidiaries have taken commercially all reasonable steps necessary to maintain and protect Company perfect its ownership of the Intellectual Property, in each of clauses (a)-(g) except for such infringement, conflict or action which would not, singularly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, possessor have obtained valid and enforceable licenses for, license or otherwise have other rights to use all use, the inventions, patent applications, patents, trademarks (both registered and service marksunregistered), trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how secrets and other intellectual property proprietary information (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”)as being owned or licensed by them, 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. In each case, ; and except as set forth described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus (i) to the Company’s knowledge, and except as there is no infringement, misappropriation or violation by third parties of any such Intellectual Property that would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company’s knowledge, there is no infringement pending or threatened action, suit, proceeding or claim by third parties others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any Company Intellectual Propertyfacts which 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 any third party others challenging the Company’s rights of the Company or its subsidiaries’ rights subsidiaries in or to any Company such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property, in each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any third party challenging 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 or enforceability of any Company such Intellectual Property, in each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened actionupon any of its officers, suit, proceeding directors or claim by any third party alleging that the Company and its subsidiary infringes employees or otherwise violates 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 rights described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as owned or exclusively licensed by the Company or its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any third parties; (vii) the Company is not a party to or bound by any options, licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and that are not described in all material respects therein; (viii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any third partyof the Intellectual Property that would a Material Adverse Effect on the Company; and (viix) to the Company’s knowledge, there is no prior art material to any patent or patent application owned or exclusively licensed by the Company that has not been disclosed to the U.S. Patent and its subsidiaries Trademark Office that would have taken commercially reasonable steps to maintain and protect Company Intellectual Propertya Material Adverse Effect.

Title to Intellectual Property. The Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use all material patents, trademarks and trademarks, service marks, trade names, trademark registrations, service mark registrations and other indicia of origin, copyrights, works of authorship, all applications and registrations for the foregoing, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses as now conducted currently conducted, free of liens (other than liens created pursuant to the Credit Agreement, the 2025 First Lien Indenture, the 2028 First Lien Indenture, the 2029 First Lien Indenture, the 6.125% First Lien Indenture, the 2028 Second Lien Indenture or the 2030 Second Lien Indenture); to the knowledge of the Company, the conduct of its businesses does not infringe or otherwise violate any such rights of others (except for such infringements or other violations as proposed to be conducted would not, individually or in the Registration Statementaggregate, reasonably be expected to result in a Material Adverse Effect); to the Pricing Disclosure Package and knowledge of the Prospectus (“Company, no third party violates or infringes the intellectual property owned by the Company Intellectual Property”), or any of its subsidiaries except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In each case; and none of the Company or its subsidiaries have received any written notice of any claim of infringement or other violation of any such rights of others that, except as set forth if determined in a manner adverse to the Company or its subsidiaries, would, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Property.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company owns, or possesses valid and its subsidiaries own, possess, license or otherwise have enforceable licensed rights to use use, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, domain names (in each case including all registrations works of authorship, licenses, proprietary information and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses its business as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (Prospectus(collectively, “Company Intellectual Property”), except as (ii) the Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such adjudication and (iii) the Company has not reasonably be expected received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such notice or claim. To the knowledge of the Company: (i) there are no third parties who have a Material Adverse Effect. In each caserights to any material Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to such material Company Intellectual Property that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as set forth owned by or licensed to the Company; and (ii) there is no infringement by third parties of any Company Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others against the Company: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (ivB) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; or (vC) there is no pending orasserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. The Company has complied with the terms of each agreement in all material respects pursuant to which material intellectual property has been licensed to the Company’s knowledge, threatened actionand all such agreements are in full force and effect. To the knowledge of the Company, suit, proceeding there are no material defects in any of the patents or claim by any third party alleging that patent applications included in the Company and its subsidiary infringes or otherwise violates any Intellectual Property. To the knowledge of the Company, the patents included in the Company Intellectual Property rights of any third party; are subsisting and (vi) have not lapsed and the patent applications in the Company Intellectual Property are subsisting and its subsidiaries have not been abandoned. The Company has taken commercially reasonable steps to protect, maintain and protect safeguard the Company Intellectual Property, including the execution of appropriate nondisclosure agreements, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the knowledge of the Company, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company owned United States patents and patent applications included in the Company Intellectual Property have been complied with; and in all foreign offices having similar requirements, to the knowledge of the Company, all such requirements have been complied with for the Company owned foreign patents and patent applications included in the Company Intellectual Property. To the knowledge of the Company, none of the Company Intellectual Property has been obtained or is being used by the Company in violation of any material contractual obligation binding on the Company or any of its officers, directors or employees. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectivelyincluding trade secrets and other unpatented and/or unpatentable proprietary or confidential information, the systems or procedures) (collectively “Intellectual Property”) ), necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statementconducted, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would conduct of their respective businesses will not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth conflict in the Registration Statement, the Pricing Disclosure Package any material respect with any such rights of others; and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement infringement, misappropriation or violation by third parties of any Company such Intellectual Property; (iiiii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s rights of the Company or its subsidiaries’ rights subsidiaries in or to any Company such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property that would have a Material Adverse Effect on the Company; (iviii) none of the Intellectual Property licensed to the Company and its subsidiaries has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any Company 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 or scope of such Intellectual Property that would have a Material Adverse Effect on the Company; (viv) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by any third party alleging others that the Company and or its subsidiary infringes subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any third partywritten notice of such claim and the Company is unaware of any facts which it believes would form a reasonable basis for a successful claim of such infringement, misappropriation or violation that would have a Material Adverse Effect on the Company; (v) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries, or actions undertaken by the employee while employed with the Company or its subsidiaries and (vi) to the knowledge of the Company, the Company is not an assignee of nor is the Company a recipient of an obligation to assign each of the Company’s rights in its patents and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertypatent applications.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use all material patents, trademarks and patent applications, inventions, trademarks, service marks, trade names, copyrightstrademark registrations, domain names (in each case including all service mxxx registrations and applications to register same)other source indicators, inventionscopyrights and copyrightable works, trade secrets, technology, licenses and know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statementconducted, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”)and, except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties the conduct of their respective businesses has not, does not and will not conflict in any Company Intellectual Property; (iii) there material respect with any such rights of others. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by (and the Company and its subsidiaries have not received in the past three (3) years any third party notice of any claim) of infringement, misappropriation or conflict with any such rights of others in connection with their Intellectual Property, or challenging the Company’s ownership, validity or its subsidiaries’ rights scope thereof, which could reasonably be expected to result in a Material Adverse Effect, and the Company is unaware or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened facts which could form a reasonable basis for any such action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to claim. To the Company’s knowledge, threatened action, suit, proceeding or claim by any no third party alleging that the Company and its subsidiary infringes is infringing, misappropriating or otherwise violates any using its Intellectual Property in conflict with the Company’s rights therein. To the Company’s knowledge (i) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any third partyof the Intellectual Property; and (viii) there is no material prior art that may render any patent application owned by the Company or its subsidiaries unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. The Company and its subsidiaries have taken commercially take all reasonable steps actions to maintain and protect Company their material Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries ownowns, possesspossesses, license licenses or otherwise have has other rights to use all patents, trademarks patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectivelythat, to the “Intellectual Property”) knowledge of the Company, is necessary for the conduct of their respective businesses the Company’s business as now conducted or as currently proposed to be conducted (with respect to the development and commercialization of the product candidates described in the Registration StatementSEC Documents, except where the failure to own or license such rights would not, individually or in the aggregate, have a Material Adverse Effect) (collectively, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the SEC Documents or except in each case as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in Effect on the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected Company: (a) there are no material rights of third parties to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all any such Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (iib) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s or its subsidiaries’ rights in or to any such Company Intellectual Property; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any such Company Intellectual Property; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and its subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (f) to the Company’s knowledge, there is no U.S. patent which contains claims that dominate any Company Intellectual Property rights or that interferes under 35 U.S.C. §102(g) with the pending claims of any Company Intellectual Property; (g) to the Company’s knowledge, there is no prior art of which the Company is aware that would render any U.S. patent held by the Company invalid which has not been disclosed to the U.S. Patent and Trademark Office (the “PTO”); (h) the Company is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third partyparty in connection with the Company Intellectual Property; and (vii) to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, all patents and patent applications owned by the Company and its subsidiaries filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have taken commercially reasonable steps been duly and properly filed; the Company has complied with their duty of candor and disclosure to maintain the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and protect Company Intellectual Propertydisclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. (i) The Company and its subsidiaries own, possess, license or otherwise have possess valid and enforceable licensed rights to use use, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted conducted, including upon the commercialization of the Accelerate ID/AST System and the Blood Culture Assay Kit (collectively, the “Product Candidates”) as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus (“Company Disclosure Documents”) as under development (collectively, “Intellectual Property”), except as where the failure to own, license, have or acquired such rights would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In each caseThe Company and its subsidiaries have not received any notice of any claim of infringement, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as misappropriation or conflict with any intellectual property rights of another which would not reasonably be expected to have a Material Adverse Effect, . To the Company’s knowledge: (i) the Company and its subsidiaries own, license or there are no third parties who have rights to use all Company any Intellectual Property free and clear in all respects of all adverse claimsProperty, liens including no liens, security interests, or other encumbrances; except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Disclosure Documents as licensed to the Company or its subsidiaries; and (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) . Except as disclosed in the Disclosure Documents, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the validity or the scope of the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (ivB) there challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of the Product Candidates in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. No employee of the Company is no pending oror 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, threatened actionthe Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, suitfees or otherwise to any owner or licensee of, proceeding or claim by other claimant to, any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. The Product Candidates described in the Disclosure Documents as under development by the Company or its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries. To the Company’s knowledge, threatened actionexcept as disclosed in the Disclosure Documents, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes is not aware of any patent or otherwise violates any 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 Product Candidates, 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 rights of any third party; are subsisting and (vi) have not lapsed and the Company patent applications in the Intellectual Property are subsisting and its subsidiaries have taken commercially reasonable steps not been abandoned, except, in each case, as would not reasonably be expected to maintain and protect Company Intellectual Propertyhave a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except Except as would not reasonably be expected to have a Material Adverse Effect. In each caseexpected, except as set forth individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license own or have possess adequate rights to use all material patents, patent rights and applications, copyrights, trademarks, service marks, trade names, internet domain names, technology, confidential information, trademark registrations, service xxxx registrations, licenses, software, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property and proprietary rights necessary to, or used in connection with, the conduct of their businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, the “Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty”); (ii) to the knowledge of the Company, there is no infringement by third parties none of any the Company Intellectual Property; Property owned by the Company or its subsidiaries is invalid or unenforceable and neither the Company nor any of its subsidiaries has received any written challenge (iiiincluding without limitation, notices of expiration) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding validity or claim by enforceability thereof from any third party challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company governmental authority and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps made all filings and paid all fees necessary to maintain and protect any Company Intellectual PropertyProperty 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; and (iii) neither the Company nor any of its subsidiaries has received any written notice of any claim of infringement or misappropriation of intellectual property rights of others by the Company or any of its subsidiaries. As of the date hereof, the Company’s collection and use of personally identifiable information is in compliance with applicable laws, market standards, the Company’s privacy policies and contracts to which the Company is a party pertaining thereto, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license each Subsidiary (i) owns or otherwise have rights possesses a right to use all patents, trademarks and patent applications, trademarks, service marks, domain names, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses, formulae, customer lists, and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectivelyincluding 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 now presently being conducted or and as proposed to be conducted described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus (“Company Intellectual Property”)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). In each case, except Except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, and except or as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Intellectual Property of the Company Intellectual Propertyor any Subsidiary; (iii) except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by any third party others challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property of the Company Intellectual Propertyor any Subsidiary; (iv) and except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and its subsidiary or any Subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertyothers.

Title to Intellectual Property. The Except as set forth in the Prospectus, the Company and its subsidiaries Subsidiaries own, possess, license or otherwise have other rights to use all foreign and domestic patents, trademarks patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”) ), necessary for the conduct of their respective businesses as now conducted or as proposed in the Prospectus to be conducted except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected (a) there are no rights of third parties to have a Material Adverse Effect, (i) any such Intellectual Property owned by the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesSubsidiaries; (iib) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Company such Intellectual Property; (iiic) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property; (d) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any third party challenging the Company’s patent, trademark, copyright, trade secret or its subsidiaries’ other proprietary rights in or to any Company Intellectual Propertyof others; (ivf) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) have been commenced against any patent or patent application described in the Prospectus as being owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vig) the Company and its subsidiaries Subsidiaries have taken commercially all reasonable steps necessary to maintain and protect Company perfect its ownership of the Intellectual Property, in each of clauses (a)-(g) except for such infringement, conflict or action which would not, singularly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Title to Intellectual Property. The To the knowledge of the Company, the Company and its subsidiaries own, possess, license or otherwise have possess valid and enforceable licensed rights to use use, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted (collectively, “Intellectual Property”), and, to the knowledge of the Company, the conduct of their respective businesses does not and will not conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another in connection with its patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect, 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 (“Company Intellectual PropertyDisclosure Documents”), except ) as would not reasonably be expected licensed to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company or its subsidiaries; and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party claim; (B) challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; (v) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party alleging claim; or (C) asserting that the Company and or its subsidiary infringes subsidiaries infringe, misappropriate, or otherwise violates violate, or would, upon the commercialization of any Intellectual Property product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and the Company is unaware of any third party; and (vi) the facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have taken commercially reasonable steps complied with the terms of each agreement pursuant to maintain which Intellectual Property has been licensed to the Company or its subsidiaries, and protect Company 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. In particular, all priority claims made in any United States patents and pending patent applications of the Intellectual Property are valid, and all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or pending patent applications of the Intellectual Property violate the Paris Convention Treaty. All United States patents and pending patent applications of the Intellectual Property claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the Disclosure Documents as under development by the Company or its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries.

Title to Intellectual Property. The Except as described in the Registration Statement and the Prospectus, the Company and its subsidiaries own, own or possess, license or otherwise have can acquire on reasonable terms, adequate rights to use all patents, trademarks and patent rights, trademarks, service marks, trade names, domain names, goodwill associated with the foregoing, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technologylicenses, know-how and other similar intellectual property rights (including, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all registrations and applications for registration of the foregoing (collectively, the “Intellectual Property”) ), in each case necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) business of the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear taken as whole in all material respects of all adverse claimsas currently conducted and as proposed to be conducted, liens or other encumbrances; (ii) and, to the knowledge of the Company, there is no infringement by third parties the conduct of the businesses of the Company and its subsidiaries has not conflicted with, infringed, misappropriated or otherwise violated any Intellectual Property of any third party in any material respect. The Company Intellectual Property; (iii) there is no pending or, to not aware of any facts that would inform a reasonable basis for a claim that the commercialization of any of the Company’s knowledgeproduct candidates would infringe, threatened action, suit, proceeding misappropriate or claim by otherwise violate any Intellectual Property of any third party challenging the Company’s in any material respect. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or its subsidiaries’ rights in or to other violation of any Company Intellectual Property; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by Property of any third party or any written notice challenging the validity, scope or enforceability of their respective patents, trademarks or rights therein, in each case, which would reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, the Company is not aware of any specific facts or combination of facts that cause the Company Intellectual Property; (v) there is no pending or, to reasonably conclude that any of the material patents owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding Company or claim any of its subsidiaries is invalid or unenforceable or that any of the material patent applications owned by any third party alleging that or licensed to the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertywould, if issued, be invalid or unenforceable.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license subsidiary own or otherwise have possess valid and enforceable rights to use all patents, trademarks and trademarks, service marks, trade names, domain names, copyrights, domain names licenses and know-how (in each case including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all other similar intellectual property or proprietary rights (including all registrations and applications to register same)for registration of, inventionsand all goodwill associated with, trade secrets, technology, know-how and other intellectual property the foregoing) (collectively, the “Intellectual Property”) ), and, in each case necessary for or material to, and sufficient for, the conduct of their respective businesses as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus (“Company Time of Sale Information to be conducted, and, to the knowledge of the Company, the conduct of its and its subsidiary’s respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property”)Property of any third party in any material respect, except and, to the knowledge of the Company, the future conduct of its and its subsidiary’s respective businesses as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth proposed in the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusTime of Sale Information to be conducted, and except will not infringe, misappropriate or otherwise violate any Intellectual Property of any third party in any material respect. Except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ subsidiary’s rights in or to any Company of their respective owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company or its subsidiary has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated or conflicted with any Intellectual Property of any third party party; or (iii) challenging the ownership, validity, scope or enforceability of any Intellectual Property of the Company Intellectual Property; or its subsidiary, and in the case of each of (vi), (ii) there and (iii), the Company is no pending or, to the Company’s knowledge, threatened not aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by any the Company or its subsidiary is (x) except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, valid and enforceable, (y) owned solely by the Company or its subsidiary, and (z) owned free and clear of all liens, encumbrances, defects and other restrictions. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the knowledge of the Company, no third party alleging that has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or its subsidiary. The Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vi) the Company and its subsidiaries have taken commercially reasonable steps actions necessary to maintain and protect all Intellectual Property owned by the Company or its subsidiary, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiary have at all times taken all reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property owned or licensed by the Company or its subsidiary, the value of which to the Company or its subsidiary is contingent upon maintaining the confidentiality thereof. All founders, current and former employees, contractors, consultants and other parties involved in the development of Intellectual Property for the Company or its subsidiary have signed confidentiality and invention assignment agreements with the Company or its subsidiary, as applicable, pursuant to which the Company or its subsidiary either has obtained (A) ownership of and is the exclusive owner of such Intellectual Property or (B) a valid right to exploit such Intellectual Property, in each case sufficient for the conduct of its business as currently conducted and as proposed in the Registration Statement, the Prospectus and the Time of Sale Information to be conducted.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license own or otherwise have rights possess the right to use all inventions, patents, trademarks and trademarks, service marks, trade names, domain names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secretslicenses, technology, know-how 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, the “Intellectual Property”) necessary for or material to the conduct of their respective businesses the business of the Company and its subsidiaries, taken as now a whole, as currently conducted or and as proposed to be conducted conducted, in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except each case as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and and, except as would not could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties the conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Company Intellectual Property; (iii) Property of others. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party (i) challenging the Company’s or its subsidiaries’ any subsidiary of the Company’s rights in or to any Company of their owned or licensed Intellectual Property; (ivii) there is no pending oralleging that the Company or any of its subsidiaries has infringed, to the Company’s knowledge, threatened action, suit, proceeding misappropriated or claim by otherwise violated any Intellectual Property of any third party party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property of the Company Intellectual Property; or any of its subsidiaries, and in the case of each of (vi), (ii) there and (iii), the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim claim. All Intellectual Property owned by any the Company or its subsidiaries is valid and enforceable to the knowledge of the Company, is owned solely by the Company or its subsidiaries, is owned free and clear of all liens, encumbrances, defects and other restrictions, except (x) as disclosed or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (y) as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (z) as may be limited by a court in equity or pursuant to the laws of bankruptcy, insolvency or other similar laws. To the knowledge of the Company, no third party alleging that the Company and its subsidiary infringes has infringed, misappropriated or otherwise violates violated any Intellectual Property rights of any third party; and (vi) owned by or exclusively licensed to the Company and or any of its subsidiaries subsidiaries, except for any such infringements, misappropriations or violations as could not, individually or in the aggregate, reasonably be expected to have taken commercially reasonable steps to maintain and protect Company Intellectual Propertya Material Adverse Effect.

Title to Intellectual Property. The Except as set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries own, possesshave valid and enforceable licenses for or otherwise have adequate rights to use all technology (including but not limited to inventions and proprietary or confidential information, systems or procedures), designs, processes, licenses, patents, trademarks, service marks, trade secrets, trade names, know how, copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, “Intellectual Property”) 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 use all patentssuch Intellectual Property would not, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted individually or as proposed to be conducted in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each caseThe 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 set forth would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus, (i) there are no third parties who have established or, to the knowledge of the Company, will be able to establish, rights to any Intellectual Property owned by, or licensed to, the Company or its subsidiaries, except for, and its subsidiaries ownto the extent of, license or have the ownership rights to use all Company of the owners of the Intellectual Property free which the Registration Statement and clear in all respects of all adverse claims, liens or other encumbrances; the Prospectus disclose is licensed to the Company; (ii) to the knowledge of the Company, there is no infringement infringement, misappropriation or other violation by third parties of any Intellectual Property owned by, or licensed to, the Company Intellectual Property; or its subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property and the Company Intellectual Property; 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’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, enforceability or scope or enforceability of any Intellectual Property owned by, or licensed to, the Company Intellectual Property; and its subsidiaries, and the Company 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 Company’s knowledge, threatened action, suit, proceeding or claim by others that (nor has the Company or any of its subsidiaries received any claim from a third party alleging that that) the Company and or its subsidiary infringes subsidiaries infringe, misappropriate or otherwise violates violate, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe, misappropriate or otherwise violate, any Intellectual Property rights of others, and the Company is unaware of any third party; and facts which would form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have taken commercially reasonable steps complied with and there has been no material breach or default under the terms of each agreement pursuant to maintain which Intellectual Property has been licensed to the Company and protect 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 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 the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”i) necessary for the conduct of their respective businesses Except as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license own or have rights the right to use pursuant to license, sublicense, agreement or permission all Company patents, trademarks, service marks, patent applications, trade names, copyrights, trade secrets, domain names, information, know-how, proprietary rights and processes (collectively, “Intellectual Property”) material for the conduct of their business as described in the Prospectus or as currently proposed to be conducted. (ii) The representations and warranties in this Section 3(s)(ii) apply solely with respect to Intellectual Property free that is material for the conduct of their business as described in the Prospectus or as currently proposed to be conducted. None of the representations and clear warranties in all respects this Section 3(s)(ii) shall apply with respect to inbound licenses and “off the shelf” and “click through” software that is licensed to the Company or any of all adverse claimsits subsidiaries on a non-exclusive basis. Except as disclosed in the Registration Statement, liens the Prospectus and the Pricing Disclosure Package: (i) the Intellectual Property owned by the Company or other encumbrancesits subsidiaries does not conflict with or infringe the interests of others, except for such conflicts or infringements which, individually or in the aggregate, have not had, and are not reasonably likely to result in, a Material Adverse Effect; (ii) the Company has taken all reasonable steps necessary to the knowledge secure interests in such Intellectual Property and have taken all reasonable steps necessary to secure assignment of the Company, there is no infringement by third parties of any Company such Intellectual PropertyProperty from its employees and contractors; (iii) there the Company has no knowledge of any infringement by any third party of any Intellectual Property owned by or licensed to the Company or its subsidiaries or other similar rights of the Company or any of its subsidiaries which, individually or in the aggregate, has had or is no pending reasonably likely to result in, a Material Adverse Effect; (iv) the Company is not aware of outstanding options, licenses or agreements of any kind relating to the Intellectual Property owned by or licensed to the Company or its subsidiaries which are required to be set forth in the Prospectus; (v) neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity which are required to be set forth in the Prospectus; (vi) none of the Intellectual Property employed by the Company has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or any of its directors or executive officers or, to the Company’s knowledge, threatened action, suit, proceeding any of its employees or claim by otherwise in violation of the rights of any third party challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Propertypersons; (ivvii) there is no pending neither the Company nor any of its subsidiaries has received any written or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party oral communications alleging that the Company and or any of its subsidiary infringes subsidiaries has violated, infringed or otherwise violates conflicted with, or, by conducting its business as set forth in Prospectus, would violate, infringe or conflict with any of the Intellectual Property rights of any third partyother person or entity other than any such violations, infringements or conflicts which, individually or in the aggregate, have not had, and are not reasonably likely to result in, a Material Adverse Effect; and (viviii) the Company and its subsidiaries have taken commercially and will maintain reasonable steps measures to maintain and protect Company Intellectual Propertyprevent the unauthorized dissemination or publication of their confidential information and, to the extent contractually required to do so, the confidential information of third parties in their possession.

Title to Intellectual Property. (i) The Company and its subsidiaries own, possess, license or otherwise have possess valid and enforceable licensed rights to use use, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted conducted, including related to the commercialization of the Accelerate Pheno™ system and the Accelerate PhenoTest™ BC Kit (collectively, the “Products”) as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus (“Company Disclosure Documents”) (collectively, “Intellectual Property”), except as where the failure to own, license, have or acquired such rights would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In each caseThe 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, including no liens, security interests, or other encumbrances; except as set forth for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, Disclosure Documents as licensed to the Pricing Disclosure Package Company or its subsidiaries; and the Prospectus, and (ii) except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) . Except as disclosed in the Disclosure Documents, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the validity or the scope of the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (ivB) there challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. No employee of the Company is no pending oror 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, threatened actionthe Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, suitfees or otherwise to any owner or licensee of, proceeding or claim by other claimant to, any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, 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, threatened actionexcept as disclosed in the Disclosure Documents, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes is not aware of any patent or otherwise violates any 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 Products, 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 rights of any third party; are subsisting and (vi) have not lapsed and the Company patent applications in the Intellectual Property are subsisting and its subsidiaries have taken commercially reasonable steps not been abandoned, except, in each case, as would not reasonably be expected to maintain and protect Company Intellectual Propertyhave a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses Except as now conducted or as proposed to be conducted described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have possess valid and enforceable licensed rights to use 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 in the Registration Statement and the Prospectus (collectively, “Company Intellectual Property”), (ii) the Company Intellectual Property free and clear has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in all respects of all adverse claimswhole or in part, liens or other encumbrances; (ii) and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such adjudication and (iii) the Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such notice or claim. To the knowledge of the Company: (i) there are no third parties who have rights to any material Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to such material Company Intellectual Property that is disclosed in the Registration Statement and the Prospectus as owned by or licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property; (iii) . Except as described in the Registration Statement and the Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others against the Company: (A) challenging the Company’s Company or any of its subsidiaries’ rights in or to any Company Intellectual Property; (ivB) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; or (vC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement and the Prospectus as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. The Company and its subsidiary infringes subsidiaries have complied with the terms of each agreement in all material respects pursuant to which material intellectual property has been licensed to the Company or otherwise violates any subsidiary, and all such agreements are in full force and effect. To the knowledge of the Company, there are no material defects in any of the patents or patent applications included in the Company Intellectual Property. To the knowledge of the Company, the patents included in the Company Intellectual Property rights of any third party; are subsisting and (vi) have not lapsed and the patent applications in the Company Intellectual Property are subsisting and have not been abandoned. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and protect safeguard the Company Intellectual Property, including the execution of appropriate nondisclosure agreements, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the knowledge of the Company, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company owned United States patents and patent applications included in the Company Intellectual Property have been complied with; and in all foreign offices having similar requirements, to the knowledge of the Company, all such requirements have been complied with for the Company owned foreign patents and patent applications included in the Company Intellectual Property. To the knowledge of the Company, none of the Company Intellectual Property has been obtained or is being used by the Company or its subsidiaries in violation of any material contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, possess, license own or otherwise have possess adequate rights to use all patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual PropertyProperty Rights”) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business, taken as now conducted a whole, as currently conducted, except where the failure to so own or possess would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as proposed to be conducted disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (iiA) to the knowledge Company’s knowledge, no third party possesses any right to any of the Company, Intellectual Property Rights owned by the Company or its subsidiaries (other than Intellectual Property Rights licensed by the Company or its subsidiaries in the ordinary course of their respective businesses ); (B) there is no infringement infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, (x) by the Company or its subsidiaries of any of the Intellectual Property Rights of others or (y) to the Company’s knowledge, by third parties of any of the Intellectual Property Rights of the Company or its subsidiaries (other than Intellectual PropertyProperty Rights licensed to the Company or its subsidiaries in the ordinary course of their respective businesses from third parties); (iiiC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s or any of its subsidiaries’ rights in in, to or to under, or the violation of any Company of the terms of, any of their Intellectual PropertyProperty Rights; (ivD) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, enforceability or scope or enforceability of any such Intellectual Property Rights owned by the Company Intellectual Propertyor its subsidiaries; (vE) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and or any of its subsidiary infringes subsidiaries’ infringed, misappropriated or otherwise violates violated or conflicted with any Intellectual Property Rights or other proprietary rights of any third partyothers; and (viF) none of the Intellectual Property Rights used by the Company and or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, except in each case covered by clauses (A) — (F) as would not, individually or in the aggregate, reasonably be expected to have taken commercially reasonable steps to maintain and protect Company Intellectual Propertya Material Adverse Effect.

Title to Intellectual Property. The Each of the Company and its subsidiaries ownowns, possess, license is licensed or otherwise have has adequate rights to use all patentsCompany technology (including, trademarks without limitation, patented, patentable and service marksunpatented inventions and unpatentable proprietary or confidential information, trade names, copyrights, domain names (in each case including all registrations and applications to register samesystems or procedures), inventionsdesigns, processes, trademarks, trade secrets, technologyknow how, know-how copyrights and other intellectual property works of authorship, computer programs and technical data and information (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses that are material to its business as now currently conducted or as currently proposed to be conducted or to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has received any pending threat of or notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property owned by, or licensed to, the Company or its subsidiaries, except for, and its subsidiaries ownto the extent of, license or have the ownership rights to use all Company of the owners of the Intellectual Property free that the Registration Statement and clear in all respects of all adverse claims, liens or other encumbrancesthe Prospectus disclose is licensed to the Company; (ii) to the knowledge of the CompanyCompany and its subsidiaries, there is no infringement by third parties of any Intellectual Property owned by, or licensed to, the Company Intellectual Propertyor its subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property owned by, or licensed to, the Company Intellectual Propertyor its subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, enforceability or scope or enforceability of any Intellectual Property owned by, or licensed to, the Company Intellectual Propertyand its subsidiaries, and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that (nor has the Company received any claim from a third party alleging that that) the Company or its subsidiaries infringe or otherwise violate any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights subsidiaries are unaware of any third partyfacts that could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) to the knowledge of the Company and its subsidiaries, the Company and its subsidiaries have taken commercially reasonable steps complied in all material respects with the terms of each agreement pursuant to maintain which Intellectual Property has been licensed to the Company and protect its subsidiaries, and all such agreements are in full force and effect; (vii) to the knowledge of the Company and its subsidiaries there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by the Company or its subsidiaries or that challenges the validity, enforceability or scope of any of the Intellectual Property owned by the Company or its subsidiaries; and (viii) to the knowledge of the Company and its subsidiaries, there is no prior art that may render any patent application within the Intellectual Property owned by the Company and its subsidiaries unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. Except as set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to 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.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company owns, or possesses valid and its subsidiaries own, possess, license or otherwise have enforceable licensed rights to use use, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, domain names (in each case including all registrations works of authorship, licenses, proprietary information and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses its business as now currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (Prospectus(collectively, “Company Intellectual Property”), except as (ii) the Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such adjudication and (iii) the Company has not reasonably be expected received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such notice or claim. To the knowledge of the Company: (i) there are no third parties who have a Material Adverse Effect. In each caserights to any material Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to such material Company Intellectual Property that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as set forth owned by or licensed to the Company; and (ii) there is no infringement by third parties of any Company Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others against the Company: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (ivB) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; or (vC) there is no pending orasserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. The Company has complied with the terms of each agreement in all material respects pursuant to which material intellectual property has been licensed to the Company’s knowledge, threatened actionand all such agreements are in full force and effect. To the knowledge of the Company, suit, proceeding there are no material defects in any of the patents or claim by any third party alleging that patent applications included in the Company and its subsidiary infringes or otherwise violates any Intellectual Property. To the knowledge of the Company, the patents included in the Company Intellectual Property rights of any third party; are subsisting and (vi) have not lapsed and the patent applications in the Company Intellectual Property are subsisting and its subsidiaries have not been abandoned. The Company has taken commercially reasonable steps to protect, maintain and protect safeguard the Company Intellectual Property, including the execution of appropriate nondisclosure agreements, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the knowledge of the Company, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company owned United States patents and patent applications included in the Company Intellectual Property have been complied with; and in all foreign offices having similar requirements, to the knowledge of the Company, all such requirements have been complied with for the Company owned foreign patents and patent applications included in the Company Intellectual Property. To the knowledge of the Company, none of the Company Intellectual Property has been obtained or is being used by the Company in violation of any material contractual obligation binding on the Company or any of its officers, directors or employees. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Title to Intellectual Property. The Company owns, or possesses valid and its subsidiaries own, possess, license or otherwise have enforceable licensed rights to use use, or can acquire on reasonable terms, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, internet domain names, copyrights, domain names (in each case including all registrations works of authorship, licenses, proprietary information and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted (collectively, “Intellectual Property”), and 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 has not received any notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another which would, singly or in the aggregate, result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. To the Company’s knowledge and 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 : (i) there are no third parties who have rights to any Intellectual Property and (ii) there is no infringement by third parties of any Intellectual Property”), except . Except as would not reasonably be expected to have a Material Adverse Effect. In each case, except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party claim; (B) challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; (v) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party alleging claim; or (C) asserting that the Company and its subsidiary infringes infringe, misappropriate, or otherwise violates violate, or would, upon the commercialization of any product or service described in the Disclosure Documents 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 has materially complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company , and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company has taken all reasonable steps 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. 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. To the Company’s knowledge, 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 or any of its officers, directors or employees or otherwise in violation of the rights of any third party; and (vi) persons. The product candidates described in the Disclosure Documents as under development by the Company and its subsidiaries have taken commercially reasonable steps to maintain and protect Company Intellectual Propertyfall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or Except as otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted disclosed in the Registration Statement, the Pricing General Disclosure Package Package, or the Prospectus, the Company, including its Subsidiaries, own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the General Disclosure Package, or the Prospectus as being owned or licensed by them or which are necessary for the conduct of the Company’s and its Subsidiaries’ businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”), except as would not reasonably have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, and except as enforceability of any licenses may be expected to have limited by bankruptcy and other similar laws affecting the rights of creditors 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, except as would not result in a Material Adverse Effect. In each case, except as set forth in To the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, Company’s knowledge: (i) the Company and its subsidiaries own, license or there are no third parties who have rights to use all Company any registered Intellectual Property, other than any co-owner of any patent constituting Intellectual Property free who is listed on the records of the U.S. Patent and clear Trademark Office and any co-owner of any patent application constituting Intellectual Property who is named in all respects of all adverse claims, liens or other encumbrancessuch patent application; and (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party claim; (B) challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; (v) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim by any third party alleging claim; or (C) asserting that the Company and or any of its subsidiary Subsidiaries infringes or otherwise violates violates, or would, upon the expansion or commercialization of any Intellectual Property product or service described in the Registration Statement, the General Disclosure Package, or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any third party; and (vi) facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, the Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any Subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable steps to protect, maintain and protect Company safeguard their Intellectual Property, including the execution of nondisclosure and confidentiality agreements. The Intellectual Property 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 claims of one or more patents owned by, or exclusively licensed to, the Company or any Subsidiary.

Title to Intellectual Property. The Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company and its subsidiaries Subsidiaries own, possess, license or otherwise have other rights to use all foreign and domestic patents, trademarks patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”) ), necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company to be conducted except to the extent that the failure to own or possess adequate rights to use such Intellectual Property”)Property would not, except as would not reasonably be expected to individually or in the aggregate, have a Material Adverse Effect. In each case, except Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected (a) there are no rights of third parties to have a Material Adverse Effect, (i) any such Intellectual Property owned by the Company and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesSubsidiaries; (iib) to the knowledge of the Company’s knowledge, there is no infringement by third parties of any Company such Intellectual Property; (iiic) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property; (d) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any third party challenging the Company’s patent, trademark, copyright, trade secret or its subsidiaries’ other proprietary rights in or to any Company Intellectual Propertyof others; (ivf) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending orthird-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) have been commenced against any patent or patent application described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by or licensed to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging that the Company and its subsidiary infringes or otherwise violates any Intellectual Property rights of any third party; and (vig) the Company and its subsidiaries Subsidiaries have taken commercially all reasonable steps necessary to maintain and protect Company perfect its ownership of the Intellectual Property, in each of clauses (a)-(g) except for such infringement, conflict or action which would not, singularly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Title to Intellectual Property. The Except as set forth in the Time of Sale Prospectus, the Company and its subsidiaries own, possess, license or otherwise have other rights to use all patents, trademarks patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, domain names (in each case including all registrations and applications to register same)licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses the Company’s business as now conducted or as proposed in the Time of Sale Prospectus to be conducted in the Registration Statement(collectively, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected and, to have a Material Adverse Effectthe Company’s knowledge, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. In each case, except Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected Time of Sale Prospectus (exclusive of any supplement thereto): (a) there are no material rights of third parties to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have rights to use all any such Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrancesProperty; (iib) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the Company’s or its subsidiaries’ rights in or to any such Company Intellectual Property; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging the validity, validity or scope or enforceability of any such Company Intellectual Property; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and its subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others; (f) to the Company’s knowledge, neither the sale nor use of any of the products, proposed products or processes of the Company referred to in the Time of Sale Prospectus do or will infringe, interfere or conflict with any right or valid patent claim of any third party; (g) to the Company’s knowledge, there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Company Intellectual Property described in the Time of Sale Prospectus or that interferes with the issued or pending claims of any such Company Intellectual Property; (h) to the Company’s knowledge, there is no prior art of which the Company is aware that would render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office (the “PTO”); and (vii) the Company is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in connection with the Company Intellectual Property. All patents and patent applications owned by the Company or its subsidiaries and filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and, to the Company’s knowledge, all patents and patent applications in-licensed by the Company or its Subsidiaries and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company and its Subsidiaries have complied with their duty of candor and disclosure to the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and disclosure to the PTO for the In-licensed Patent Rights; and the Company and its subsidiaries have taken commercially reasonable steps are not aware of any facts required to maintain be disclosed to the PTO that were not disclosed to the PTO and protect which would preclude the grant of a patent in the Company Intellectual PropertyPatent Rights.

Title to Intellectual Property. The Company Except as otherwise disclosed in the Registration Statement and the Prospectus, the Company, including its subsidiaries Subsidiaries, own, possessor have obtained valid and enforceable licenses for, license or otherwise have rights to use all the inventions, patent applications, patents, trademarks and service markstrademarks, trademark registrations, trade names, service marks, service xxxx registrations, copyrights, domain names (in each case including all registrations and applications to register same), inventionscopyright registrations, trade secrets, technologyInternet domain name registrations, know-how inventions, software, works of authorships, databases, formulae, know how, and other intellectual property (collectivelyincluding including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) described in the “Intellectual Property”) Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective the Company’s and its Subsidiaries’ businesses as now currently conducted or as currently proposed to be conducted in the Registration Statement(collectively, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except as would not reasonably be expected to have a Material Adverse Effect. In each case, except Effect on the Company and its Subsidiaries taken as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectusa whole, and except as would enforceability of any licenses may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. To the Company’s knowledge, the conduct of the Company’s and its Subsidiaries’ businesses does not reasonably be expected to have a Material Adverse Effectand 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 rights to any registered Intellectual Property, other than licensees of the Company and its subsidiaries own, license or have rights to use all Company any co-owner of any patent constituting Intellectual Property free who is listed on the records of the U.S. Patent and clear Trademark Office and any co-owner of any patent application constituting Intellectual Property who is named in all respects of all adverse claims, liens or other encumbrancessuch patent application; and (ii) to the knowledge of the Company, there is no infringement by third parties of any Intellectual Property except as could not have reasonably expected to have a Material Adverse Effect on the Company Intellectual Property; (iii) there and its Subsidiaries taken as a whole. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party claim; (B) challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; (v) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts that would form a reasonable basis for any such action, suit, proceeding or claim by any third party alleging claim; or (C) asserting that the Company and or any of its subsidiary Subsidiaries infringes or otherwise violates violates, or would, upon the expansion or commercialization of any Intellectual Property product or service described in the Registration Statement and the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any third party; and (vi) the facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any Subsidiary in all material respects, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable steps to protect, maintain and protect Company safeguard their Intellectual Property, including the execution of nondisclosure and confidentiality agreements. The Company’s Xxxxx Silicon Technology described in the Registration Statement and the Prospectus as under development by the Company or any Subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any Subsidiary.

Title to Intellectual Property. The Company and its subsidiaries own, possess, license or otherwise have rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Intellectual Property”), except Other than as would not reasonably be expected to have a Material Adverse Effect. In each case, except Effect or as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and except its subsidiaries own or otherwise have the right to use all patents, patent applications, inventions, copyrights (whether or not registered), know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, data, systems or procedures), domain names, publicity rights, trademarks, trademark registrations and applications therefor, service marks, service xxxx registrations and applications therefor, trade names or other intellectual property and similar rights (collectively, “Intellectual Property”) necessary to carry on the business now operated by them. Other than as would not reasonably be expected to have a Material Adverse Effect, (iA) none of the Company and or its subsidiaries own, has granted an exclusive license or have rights to any third party to use all Company any portion of Intellectual Property free and clear in all respects owned by the Company or any of all adverse claimsits subsidiaries, liens or other encumbrances; (iiB) to the knowledge of the Company’s knowledge, there is no infringement infringement, misappropriation, dilution or other violation by third parties of any Intellectual Property owned by or exclusively licensed to the Company Intellectual Property; or any of its subsidiaries, (iiiC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others challenging (i) the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property or (ii) the validity or scope of any Intellectual Property owned by the Company Intellectual Propertyor any of its subsidiaries; (ivD) there is no pending or, to the Company’s knowledge, neither the Company nor any of its subsidiaries is in breach of any license agreements pursuant to which it uses any Intellectual Property of a third party; and (E) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any Company Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party alleging others that the Company and or any of its subsidiary infringes subsidiaries, or the operation of their respective businesses as now conducted, is infringing, misappropriating, diluting or otherwise violates violating any Intellectual Property rights of any third party; . Other than as would not reasonably be expected to have a Material Adverse Effect, the execution, delivery and (vi) performance by the Company of this Agreement, the issuance and sale of the Shares to be sold by the Company and the compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not result in the loss, loss of use, impairment or impairment of use by the Company or any of its subsidiaries have taken commercially reasonable steps of any Intellectual Property owned by or licensed to maintain and protect the Company Intellectual Propertyor its subsidiaries.

Title to Intellectual Property. The To the knowledge of the Company, the Company and its subsidiaries own, possess, license or otherwise have possess valid and enforceable licensed rights to use use, all material patents, trademarks and patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, domain names (in each case including all registrations licenses and applications to register same), inventions, trade secrets, technology, know-how (including trade secrets and other intellectual property (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”systems or procedures) necessary for the conduct of their respective businesses as now currently conducted or and as proposed to be conducted (collectively, “Intellectual Property”), and, to the knowledge of the Company, the conduct of their respective businesses does not and will not conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another in connection with its patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect, 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 (“Company Intellectual PropertyDisclosure Documents”), except ) as would not reasonably be expected licensed to have a Material Adverse Effect. In each case, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company or its subsidiaries; and its subsidiaries own, license or have rights to use all Company Intellectual Property free and clear in all respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property; (iii) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property; (iv) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party claim; (B) challenging the validity, enforceability or scope or enforceability of any Company Intellectual Property; (v) there , and the Company is no pending or, to the Company’s knowledge, threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by any third party alleging claim; or (C) asserting that the Company and or its subsidiary infringes subsidiaries infringe, misappropriate, or otherwise violates violate, or would, upon the commercialization of any Intellectual Property product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and the Company is unaware of any third party; and (vi) the facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have taken commercially reasonable steps complied with the terms of each agreement pursuant to maintain which Intellectual Property has been licensed to the Company or its subsidiaries, and protect Company all such agreements are in full force and effect, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. In particular, all priority claims made in any United States patents and pending patent applications of the Intellectual Property are valid, and all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or pending patent applications of the Intellectual Property violate the Paris Convention Treaty. All United States patents and pending patent applications of the Intellectual Property claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the Disclosure Documents as under development by the Company 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.