Common use of Title to Intellectual Property Clause in Contracts

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus or as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) the Company and its subsidiaries own or have a valid and enforceable license to use all patents, trademarks, service marks, trade names, domain names and other source indicators, copyrights and copyrightable works, inventions, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, “Intellectual Property”) used in, held for use in, or necessary for the conduct of their respective businesses; (ii) to the knowledge of the Company, the Company and its subsidiaries ownhave not infringed, misappropriated or have obtained valid otherwise violated any Intellectual Property right of any person or entity, and enforceable licenses forneither the sale, or use nor other rights to use on reasonable termsexploitation of any of the discoveries, the inventions, patent applicationsproducts, patentsproduct candidates, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned services or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, processes of the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and any of its subsidiaries’ respective businesses as currently conducted or as proposed subsidiaries that are referred to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the ProspectusProspectus do or will infringe, infringe misappropriate or otherwise misappropriate or violate, violate any Intellectual Property rights of others, and the Company is unaware right of any facts that it believes could form a reasonable basis for any such claimperson or entity; and to (iii) there is no pending, or the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company orthreatened, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any person or entity (A) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property rights of any person or entity or (B) challenging the Company’s ownership or rights in or to any Exclusive Intellectual Propertyownership, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in partinventorship, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Propertyof, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive rights of the Company or any of its subsidiaries in, any Intellectual PropertyProperty owned by or licensed to the Company or any of its subsidiaries; (iv) to the knowledge of the Company, none of the Intellectual Property owned by or licensed to the Company or any of its subsidiaries is being infringed, misappropriated or otherwise violated by any person or entity; and (v) each agreement pursuant to which the Company or any of its subsidiaries obtains any license or other rights to any Intellectual Property is a valid and binding agreement of the Company and its subsidiaries and is in full force and effect, and none of the Company or any of its subsidiaries or, to the Company’s knowledge, there is no prior art material to any patent or patent application knowledge of the Exclusive Intellectual Property that the Company believes may render Company, any U.S. patent held by the Company invalid other party thereto, is in default or breach under any U.S. patent application held by the Company unpatentable that has not been disclosed terms of any such agreement and, to the U.S. Patent and Trademark Officeknowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, own or have obtained license valid and enforceable licenses for, or other rights to use on reasonable terms, the all inventions, patent applicationsrights, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trade dress, domain names, copyrights, licenses, know-how (including how, trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names systems or procedures and other all similar intellectual property rights, and proprietary rights (including all registrations and applications for registration thereof of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus Time of Sale Information as being owned by or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge Company and except its subsidiaries, and all other Intellectual Property used in or reasonably necessary for the conduct of their business as currently conducted and as proposed to be conducted in the Registration Statement, the Prospectus and the Time of Sale Information. The conduct of the business of the Company and its subsidiaries does not, and the proposed conduct of such business as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information will not, infringe, misappropriate or otherwise violate any Intellectual Property rights of any others. Except as described in the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusTime of Sale Information, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any others (i) that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates the Intellectual Property of others or (ii) challenging the Company’s validity, enforceability, scope or ownership of any Intellectual Property owned by or rights in or licensed to any Exclusive Intellectual Property, and the Company is unaware or any of any facts that it believes would form a reasonable basis for any such claim; none its subsidiaries or their rights therein. To the knowledge of the Exclusive Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property has been adjudged invalid owned by or unenforceable in whole exclusively licensed to the Company or in part, and there is no pending or, to any of its subsidiaries. To the Company’s knowledge, threatened action, suit, proceeding none of the Intellectual Property used by the Company or claim any of its subsidiaries in the conduct of its business has been obtained or is being used by others challenging the validity, enforceability Company or scope any of its subsidiaries in material violation of any Exclusive Intellectual Propertycontractual obligation binding on the Company or any of its subsidiaries. Except as set forth in the Registration Statement, the Prospectus and the Time of Sale Information, the Intellectual Property owned by the Company and its subsidiaries is unaware all solely owned by the Company or its subsidiaries free and clear of any facts that it believes would form a reasonable basis for any such claim; to liens or encumbrances. To the Company’s knowledge, there is no patent or trademark, issued patent, pending patent application (if issued), copyright, or trade secret that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 the Registration Statement, the Prospectus and 37 C.F.R. 41.100 the Time of Sale Information as being owned by or licensed to 41.208) the Company or any of its subsidiaries is invalid or unenforceable. Neither the Company nor any of its subsidiaries is subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property. The Company and its subsidiaries have taken all commercially reasonable steps, in accordance with normal industry practice, necessary to maintain the confidentiality of all Intellectual Property the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof, except as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries is aware of any material disclosure of such Intellectual Property other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company and its subsidiaries, all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, key employees and any other employees involved in the development of Intellectual Property for the Company and its subsidiaries have signed confidentiality and invention assignment agreements or similar agreements for the transfer, assignment, and/or licensing of Intellectual Property with the issued Company and its subsidiaries pursuant to which the Company and its subsidiaries either (i) have obtained ownership of and are the exclusive owners of or pending claims (ii) have obtained a valid and unrestricted right to exploit, sufficient for the conduct of any of the Exclusive their business, such Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. Except To the Company’s knowledge, the Company and the Subsidiary own or possess, or have obtained valid and enforceable licenses for, the valid right to use all patents, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, databases, Internet domain names, trade secrets and other intellectual property (collectively, “Intellectual Property”) necessary to carry on 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 (collectively, “Relevant Intellectual Property”), except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect, and neither the Company nor the Subsidiary has received any written notice of any claim to the contrary with respect to the foregoing. Each of the agreements described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, that include licenses or transfers of the Relevant Intellectual Property (each an “Intellectual Property Agreement”) is valid, binding upon and enforceable against the Company or the Subsidiary in accordance with its terms. The Company and the Subsidiary have complied in all material respects with, and are not in material breach of, and have not received any asserted or threatened claim of material breach of, any Intellectual Property Agreement, and the Company has no knowledge of any material breach or anticipated material breach by any other person to any Intellectual Property Agreement. To the Company’s knowledge, the Company’s and the Subsidiary’s business as now conducted and as proposed to be conducted, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, does not infringe or conflict with the Intellectual Property rights of any person or entity. Neither the Company and its subsidiaries ownnor the Subsidiary has received any claim alleging infringement, or have obtained valid and enforceable licenses for, misappropriation or other rights to use on reasonable terms, violation by the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secretsCompany or the Subsidiary of any Intellectual Property of any person or entity, and other unpatented and/or unpatentable proprietary information), software, domain names the Company is unaware of any facts that could form a reasonable basis for any such claim upon commercialization of the product candidates and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as services described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there no person or entity infringes, misappropriates or otherwise violates any Intellectual Property owned by or licensed to the Company or the Subsidiary (“Company Intellectual Property”) in any material respect. The Company and the Subsidiary have taken all steps that are no third parties who have commercially reasonable to protect, maintain and safeguard its rights in all Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements when disclosing trade secrets or will be able to establish rights to any confidential information. The granted, issued and registered Company Intellectual Property described is currently in force and has been properly maintained and has not been adjudged by a court or tribunal of competent jurisdiction as invalid or unenforceable, in whole or in part, and except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Companyand, except for licenses granted as would not, individually or in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); aggregate, have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any Exclusive such Company Intellectual Property, . The Company and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere Subsidiary (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art the Company’s licensors) have followed in all material to any patent or patent application respects all relevant laws, rules, procedures and requirements in the filing, prosecution and maintenance of the Exclusive pending Company Intellectual Property that in the relevant jurisdiction to which such Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeIntellectual Property is pending.

Title to Intellectual Property. Except as described would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectusresult in a Material Adverse Effect, the Company and its subsidiaries ownown or possess, or have obtained valid and enforceable licenses for, or other rights to use can acquire on reasonable terms, the inventionsadequate rights to use all patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trade dress, domain names (including all goodwill associated with the foregoing), inventions, copyrights, software, know-how how, trade secrets (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including all registrations and applications for registration thereof of any of the foregoing), publicity rights, privacy rights and all other similar types of proprietary intellectual property rights (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, for the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or and as proposed to be conducted and as described in conducted; and, to the Registration Statementknowledge of the Company, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledgeconduct of their respective businesses does not infringe, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates misappropriate or otherwise violates, or would, upon the commercialization of conflict in any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, material respect with any Intellectual Property such rights of others. Except as would not reasonably be expected to result in a Material Adverse Effect, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding proceeding, or claim by others (i) challenging the Company’s ownership or any of its subsidiaries’ rights in or to to, or alleging the violation by the Company or any Exclusive subsidiary of any of the terms of, any of their Intellectual Property, and ; (ii) alleging that the Company is unaware or any of its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any facts that it believes would form a reasonable basis for any such claimthird party; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (iii) challenging the validity, scope or enforceability or scope of any Exclusive Intellectual PropertyProperty owned by or exclusively licensed to the Company or any of its subsidiaries. To the knowledge of the Company, no third party has materially infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries. All Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries and is owned free and clear of all liens, encumbrances, defects or other restrictions, except those liens, encumbrances, defects or other restrictions that (i) do not materially interfere with the use made and proposed to be made of such Intellectual Property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. To the knowledge of the Company, all Intellectual Property that is exclusively licensed to the Company or its subsidiaries is free and clear of all liens and free of any restrictions or defects, except those liens, encumbrances or defects that (1) do not materially interfere with the use made and proposed to be made of such Intellectual Property by the Company or any of its subsidiaries, or (2) could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. To the knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company is unaware valid and enforceable except where such invalidity or unenforceability would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries is subject to any judgment, order, writ, injunction or decree of any facts court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has the Company or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation that it believes would form restricts or impairs its use of any Intellectual Property other than any such restrictions that could not reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken commercially reasonable basis actions necessary to maintain and protect all registered Intellectual Property owned or controlled by the Company or its subsidiaries, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information, except for any such claim; to the Company’s knowledgeissuances, there is no patent registrations or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property applications that the Company believes may render any U.S. patent or its subsidiaries have abandoned or permitted to expire or be cancelled in its reasonable business judgment. The Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material trade secrets and confidential information owned, used or held for use by the Company invalid or any U.S. patent application held of its subsidiaries, and, to the knowledge of the Company, no such trade secrets or confidential information have been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, or parties who are bound by written confidentiality agreements. All founders, key employees and other employees, in each case who are currently with the Company or any of its subsidiaries, 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. No developer of any material Intellectual Property developed for and intended to be owned by the Company unpatentable that or its subsidiaries has not been disclosed failed to assign all of such developer’s rights, title and interest in such Intellectual Property to the U.S. Patent and Trademark OfficeCompany or its subsidiaries.

Title to Intellectual Property. Except as The Company and its subsidiaries own, possess, have valid and enforceable licenses to use, or otherwise have the rights to use on reasonable terms all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names, software, copyrights, licenses, inventions, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property, including registrations and applications for registration thereof (collectively “Intellectual Property”) that is described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, or that is necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and neither the Company and or any of its subsidiaries ownhas received any notice or is otherwise aware of any infringement of or conflict with the rights of others with respect to any Intellectual Property or the conduct of their respective businesses, or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein which might reasonably be expected to have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); a Material Adverse Effect. Without limitation to the Company’s knowledge and foregoing, (i) except as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property of the Company Intellectual Property is all or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in which the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus disclose is licensed to the Company or any of its subsidiaries; (ii) none of the Intellectual Property owned by the Company and, to the Company’s knowledge, licensed to the Company, has been adjudged invalid or unenforceable in whole or in part, and there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes, or any subsidiary infringes or otherwise misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes which could form a reasonable basis for any such action, suit, proceeding or claim; (iii) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect; (iv) there is no patent or patent application that contains claims that dominate, may dominate or interfere with the issued or pending claims of any patent or patent application included in such Intellectual Property of the Company or any of its subsidiaries or that challenges the validity, enforceability or scope of any such patent or patent application, and there is no prior art of which the Company is aware that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office; (v) to the Company’s knowledge, there is no material infringement, misappropriation or other violation by third parties of any such Intellectual Property; (vi) none of the technology employed Intellectual Property used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon or in violation of the rights of any of its officers, directors or employees, and third parties; (vii) the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To ; and (viii) the Company is not a party to or bound by any options, licenses or other agreements with respect to the Company’s knowledge, there are no or any third parties who have or will be able to establish rights to any Company party’s Intellectual Property that are required to be set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, but are not described in all material respects in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus, as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeapplicable.

Title to Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on commercially reasonable terms, adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property rights, including the right to xxx for past, present and future infringement, misappropriation or dilution of any of the same used by them or necessary for the conduct of their respective businesses as currently conducted (the “Company Intellectual Property”) and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, and the conduct of their respective businesses will not conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights (i) to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the CompanyProperty, except for licenses granted in writing by (A) the retained rights of the owners of Company Intellectual Property which is licensed to the Company or its subsidiaries and (B) the rights of customers to any third-parties use Company Intellectual Property in the ordinary course, consistent with past practice, (“Exclusive Intellectual Property”); ii) there is no pending orpending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership rights or any of its subsidiaries’ rights in or to any Exclusive Company Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Company Intellectual Property; (iv) there is no pending or, and to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company is unaware or any of its subsidiaries infringes or misappropriates any facts that it believes would form a reasonable basis for any such claimintellectual property or other proprietary rights of others; (v) to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Company Intellectual Property; and (vi) to the Company’s knowledge, there no Company Intellectual Property has been obtained or is no prior art material to being used by the Company or any patent of its subsidiaries in violation of any contractual obligation binding on the Company or patent application any of its subsidiaries, or otherwise in violation of the Exclusive rights of any persons, except, in the case of each of (i) through (vi) above, where the outcome of which would not be expected to be material in light of all relevant facts and circumstances to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries have taken reasonable steps necessary to secure interests in the Company Intellectual Property developed by their employees, consultants, agents and contractors in the course of their service to the Company. There are no outstanding options, licenses or binding agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or binding agreements with respect to the intellectual property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Company Intellectual Property that the Company believes may render any U.S. patent held is owned or purported to be owned by the Company invalid or any U.S. patent application held of its subsidiaries, and no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any Company Intellectual Property that is owned or purported to be owned by the Company unpatentable that has or any of its subsidiaries. The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not been disclosed limited to the U.S. Patent GNU General Public License, GNU Lesser General Public License and Trademark OfficeGNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open Source Materials, 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. Except as described in the Registration Statement, the Pricing Disclosure Package and Prospectus or as would not reasonably be expected, individually or in the Prospectusaggregate, to have a Material Adverse Effect: (i) the Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, or other possess adequate rights to use on reasonable terms, the inventionsall patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names systems or procedures) and other intellectual property and similar proprietary rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and to the knowledge of the Company, the conduct of their respective businesses does not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others; and (ii) the Company and its subsidiaries have not received any written notice of any claim of infringement or misappropriation of, or conflict with, any Intellectual Property of any third party or any written notice challenging the validity, scope, or enforceability of the Intellectual Property owned or used by the Company or any of its subsidiaries or the Company’s or any of its subsidiaries’ rights therein. To the knowledge of the Company, there are no outstanding options, licenses or binding agreements of any kind relating to the Intellectual Property owned or used by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of othersProspectus that are not so described, and the Company and its subsidiaries are in compliance in all material respects with each such agreement. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries in any respect that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is unaware subject to any judgment, order, writ, injunction or decree of any facts court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has the Company or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, that it believes could form a reasonable basis for restricts or impairs its use of any Intellectual Property, other than any such claim; and restrictions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company’s knowledge, none of the technology employed it and its subsidiaries have taken commercially reasonable actions necessary to maintain and protect all material registered Intellectual Property owned by the Company has been obtained or is being used its subsidiaries, including the payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any information required by a governmental authority in connection with such maintenance. All Intellectual Property owned by the Company in violation of any contractual obligation binding on or its subsidiaries is owned solely by the Company oror its subsidiaries and is owned free and clear of all liens, upon any of its officersencumbrances, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property defects or other proprietary rights on behalf of restrictions, except those liens, encumbrances, defects and other restrictions that would not reasonably be expected, individually or in the Companyaggregate, to have a Material Adverse Effect. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company the registrations of Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned by or exclusively licensed by the Company, except for licenses granted in writing by to the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Propertyare valid and enforceable, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or would reasonably be expected to be found by a governmental authority to 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 patent or patent application owned by or exclusively licensed to the Company, except where such invalidity or unenforceability would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material trade secrets and confidential business information owned, used or held for use by the Company or any of its subsidiaries, and, to the knowledge of the Exclusive Intellectual Property; Company, no such trade secrets or confidential business information have been disclosed other than to employees, representatives and to agents of the Company or any of its subsidiaries, or parties who are bound by written confidentiality agreements. To the Company’s knowledge, there is all current and former founders, key employees and other employees, in each case who are or were involved in the development of material Intellectual Property for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company assigning such employees’ rights, title and interest in such material Intellectual Property to the Company or its subsidiary. To the Company’s knowledge, no prior art material independent contractor contributing to any patent or patent application of the Exclusive material Intellectual Property that the Company believes may render any U.S. patent held developed for and intended to be owned by the Company invalid or any U.S. patent application held by its subsidiaries has failed to assign such independent contractor’s rights, title and interest in such material Intellectual Property to the Company unpatentable that has not been disclosed or its subsidiaries, or, in the alternative, grant to the U.S. Patent Company a license thereunder as necessary for the conduct of the Company’s and Trademark Officeits subsidiaries’ business.

Title to Intellectual Property. Except as described otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus, the Company and Company, including its subsidiaries Subsidiaries, own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names secrets and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or which are necessary for, for the conduct of, of the Company’s and its subsidiariesSubsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted and (collectively, “Intellectual Property”), except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form would not have a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding Material Adverse Effect on the Company or, upon any of and its officers, directors or employeesSubsidiaries taken as a whole, and the Company is not aware except as enforceability of any facts that it believes would form a reasonable basis for a successful challenge that any licenses may be limited by bankruptcy and other similar laws affecting the rights of its employees are in or have ever been in violation creditors generally and general principles of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Companyequity. To the Company’s knowledge, : (i) there are no third parties who have or will be able to establish rights to any Company registered Intellectual Property, other than any co-owner of any patent constituting Intellectual Property described who is listed on the records of the U.S. Patent and Trademark Office and any co-owner of any patent application constituting Intellectual Property who is named in the Registration Statement, the Pricing Disclosure Package such patent application; and the Prospectus as exclusively owned or exclusively licensed (ii) there is no infringement by the Company, except for licenses granted in writing by the Company or its subsidiaries to third parties of any third-parties (“Exclusive Intellectual Property”); there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging claim; or (C) asserting that the validityCompany or any of its Subsidiaries infringes or otherwise violates, enforceability or scope would, upon the expansion or commercialization of any Exclusive Intellectual Propertyproduct or service described in the Registration Statement, the General Disclosure Package, or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such action, suit, proceeding or claim; . The Company and its subsidiaries have complied with the terms of each agreement pursuant to 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 is are no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described material defects in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive patents or patent applications included in the Intellectual Property; . The Company and its Subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the Company’s knowledgeexecution of nondisclosure and confidentiality agreements. The Intellectual Property, there is no prior art material to any patent including technology candidates or patent application of products, and/or their uses described in the Exclusive Intellectual Property that Registration Statement, the Company believes may render any U.S. patent held General Disclosure Package, or the Prospectus as under development by the Company invalid or any U.S. patent application held by Subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeor any Subsidiary.

Title to Intellectual Property. Except as The Company and its subsidiaries own, possess, have valid and enforceable licenses to use, or otherwise have the rights to use on reasonable terms all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names, software, copyrights, licenses, inventions, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property, including registrations and applications for registration thereof (collectively “Intellectual Property”) that is described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, or that is necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and neither the Company and or any of its subsidiaries ownhas received any notice or is otherwise aware of any infringement of or conflict with the rights of others with respect to any Intellectual Property or the conduct of their respective businesses, or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein which might reasonably be expected to have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); a Material Adverse Effect. Without limitation to the Company’s knowledge and foregoing, (i) , except as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property of the Company Intellectual Property is all or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in which the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus disclose is licensed to the Company or any of its subsidiaries; (ii) none of the Intellectual Property owned by the Company and, to the Company’s knowledge, licensed to the Company, has been adjudged invalid or unenforceable in whole or in part, and there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes, or any subsidiary infringes or otherwise misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes which could form a reasonable basis for any such action, suit, proceeding or claim; (iii) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect; (iv) there is no patent or patent application that contains claims that dominate, may dominate or interfere with the issued or pending claims of any patent or patent application included in such Intellectual Property of the Company or any of its subsidiaries or that challenges the validity, enforceability or scope of any such patent or patent application, and there is no prior art of which the Company is aware that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office; (v) to the Company’s knowledge, there is no material infringement, misappropriation or other violation by third parties of any such Intellectual Property; (vi) none of the technology employed Intellectual Property used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon or in violation of the rights of any of its officers, directors or employees, and third parties; (vii) the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To ; and (viii) the Company is not a party to or bound by any options, licenses or other agreements with respect to the Company’s knowledge, there are no or any third parties who have or will be able to establish rights to any Company party’s Intellectual Property that are required to be set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, but are not described in all material respects in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus, as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeapplicable.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Each of the Company and its subsidiaries ownSubsidiaries owns, or have obtained valid and enforceable licenses foris licensed or otherwise has the right to use, or other rights to use on reasonable terms, the inventions, patent applications, all patents, trademarks inventions and discoveries (both registered and unregisteredwhether patentable or not), trademarks, service marks, trade names, trade dress, internet domain names, copyrights, published and unpublished works of authorship (including software), and all registrations, recordations and applications of the foregoing and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and licenses related to any of the foregoing (“IP Rights”) owned by or used in the conduct of the businesses of each of the Company and its Subsidiaries (“Company IP Rights”), softwareexcept where the failure to own or possess such rights to (or have licenses related to) any such IP Rights would not, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described individually or in the Registration Statementaggregate, reasonably be expected to be adverse in any material respect to any of the Pricing Disclosure Package Company and the Prospectus its Subsidiaries, taken as being owned or licensed by them (the “Company Intellectual Property”)a whole; and, to the knowledge of the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, of the Company’s businesses of each of the Company and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, Subsidiaries does not infringe or otherwise misappropriate or violate, in any Intellectual Property rights material respect with any IP Rights of others, and each of the Company is unaware and its Subsidiaries has not received any written notice of any facts that it believes could form a reasonable basis for claim of infringement or misappropriation of any such claim; and to the Company’s knowledge, none IP Rights of others. None of the technology employed Company IP Rights owned by any of the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon and/or any of its officers, directors Subsidiaries have been adjudged invalid or employeesunenforceable, and the Company is not aware of any facts that it believes would form a and its Subsidiaries have maintained all registered patents, trademarks and copyrights in full force and effect and used commercially reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contractefforts to protect all trade secrets, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer except where such violation relates adjudication or failure to such employee’s breach of a confidentiality obligationmaintain would not, obligation individually or in the aggregate, reasonably be expected to assign be adverse in any material respect to the company Intellectual PropertyCompany and its Subsidiaries, or obligation not to use third party Intellectual Property or other proprietary rights on behalf taken as a whole. To the knowledge of the Company. To the Company’s knowledge, there are no third parties who have party has infringed or will be able to establish rights to misappropriated any Company Intellectual Property described IP Rights, except where such infringement or misappropriation of any such IP Rights would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted reasonably be expected to be adverse in writing by any material respect to the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form Subsidiaries taken as a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officewhole.

Title to Intellectual Property. Except as described disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries own, Controlled Entities own or have obtained valid and enforceable licenses for, or other possess adequate rights to use on reasonable terms, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, copyrightstrademark registrations, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), softwareservice xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, inventions, know-how, trade secrets, systems, procedures and proprietary or confidential information and all other worldwide intellectual property, industrial property rights, including registrations and applications for registration thereof proprietary rights (collectively, the “Intellectual Property”) described used in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted presently conducted, or as proposed to be conducted and as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) the Company and its Controlled Entities’ conduct of their respective businesses does not, to the Company’s knowledge, there is no pending or threatened actioninfringe, suit, proceeding or claim by others that the Company infringes, misappropriates misappropriate or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, violate any Intellectual Property rights of others, and any person; (iii) the Company is unaware and its Controlled Entities have not received any written notice of any facts that it believes could form a reasonable basis for any such claimclaim relating to Intellectual Property; and (iv) to the Company’s knowledge, none the Intellectual Property of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of and its officers, directors or employees, and the Company Controlled Entities is not aware of being infringed, misappropriated or otherwise violated by any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties person; (“Exclusive Intellectual Property”); v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or any Controlled Entity’s rights in or to to, or the violation of any Exclusive of the terms of, any of their Intellectual Property, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and (vi) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive such Intellectual Property, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such claim; to the Company’s knowledge, (vii) there is no patent pending or, to the knowledge of the Company, threatened action, suit, proceeding or patent application claim by others that contains claims that dominatethe Company or any Controlled Entity infringes, may dominate misappropriates or interfere otherwise violates or conflicts with any Intellectual Property or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (as such term viii) none of the Intellectual Property used by the Company or the Controlled Entities in their businesses has been obtained or is described being used by the Company or the Controlled Entities in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with violation of any contractual obligation binding on the issued or pending claims of Company, any of the Exclusive Intellectual Property; and Controlled Entities in violation of the rights of any persons, except in each case covered by clauses (i) through (vii) above such as would not, if determined adversely to the Company’s knowledge, there is no prior art material to Company or any patent or patent application of the Exclusive Intellectual Property that Controlled Entities, individually or in the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeaggregate, have a Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package The Partnership Entities own and the Prospectus, the Company and its subsidiaries own, possess or have obtained valid and enforceable licenses forto use, or other rights to use on reasonable termsall patents, the inventionspatent rights, patent applications, patents, trademarks (both registered and unregistered), trade nameslicenses, copyrights, inventions, know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) that is described in the Registration Statement, the Pricing Disclosure Package and any Permitted Free Writing Prospectus or the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property that is all the Intellectual Property used in, or necessary for, for the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or conducted, as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus; none of the Partnership Entities has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Partnership Entities therein; there are no third parties who have or, to the Company’s knowledgeknowledge of the Partnership, will be able to establish rights to any Intellectual Property of the Partnership Entities, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus disclose is licensed to the Partnership Entities; there is no pending or or, to the knowledge of the Partnership, threatened action, suit, proceeding or claim that is material to the Partnership Entities taken as a whole, by others challenging the Partnership Entities’ rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that any of the Company infringes, misappropriates Partnership Entities infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package any Permitted Free Writing Prospectus or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company Partnership is unaware of any facts that it believes which could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none the Partnership Entities have complied with the terms of the Exclusive each agreement pursuant to which any Intellectual Property has been adjudged invalid or unenforceable licensed to the Partnership Entities, all such agreements are in whole or in partfull force and effect, and there is no pending event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for terminate any such claimagreement; to the Company’s knowledge, and there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any such Intellectual Property of the Exclusive Partnership Entities or that challenges the validity, enforceability or scope of any such Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package The Partnership Entities own and the Prospectus, the Company and its subsidiaries own, possess or have obtained valid and enforceable licenses forto use, or other rights to use on reasonable termsall patents, the inventionspatent rights, patent applications, patents, trademarks (both registered and unregistered), trade nameslicenses, copyrights, inventions, know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) that is described in the Registration Statement, the Pricing Disclosure Package and any Permitted Free Writing Prospectus or the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property that is all the Intellectual Property used in, or necessary for, for the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or conducted, as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus; none of the Partnership Entities has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Partnership Entities therein; there are no third parties who have or, to the Company’s knowledgeknowledge of the Partnership, will be able to establish rights to any Intellectual Property of the Partnership Entities, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus disclose is licensed to the Partnership Entities; there is no pending or or, to the knowledge of the Partnership, threatened action, suit, proceeding or claim by others challenging the Partnership Entities’ rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that any of the Company infringes, misappropriates Partnership Entities infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package any Permitted Free Writing Prospectus or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company Partnership is unaware of any facts that it believes which could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none the Partnership Entities have complied with the terms of the Exclusive each agreement pursuant to which any Intellectual Property has been adjudged invalid or unenforceable licensed to the Partnership Entities, all such agreements are in whole or in partfull force and effect, and there is no pending event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for terminate any such claimagreement; to the Company’s knowledge, and there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any such Intellectual Property of the Exclusive Partnership Entities or that challenges the validity, enforceability or scope of any such Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to use on reasonable termsall technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, patent applicationssystems or procedures), designs, processes, licenses, patents, trademarks (both registered and unregistered)trademarks, service marks, trade secrets, trade names, copyrightsknow how, know-how copyrights ​ ​ ​ and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary rights (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including all registrations and applications for registration thereof of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned that are or licensed by them (the “Company Intellectual Property”); could reasonably be expected to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses 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 sold by any of the Company or its subsidiaries. The Intellectual Property of the Company and its subsidiaries has not been adjudged by a court or other administrative body of competent jurisdiction to be invalid or unenforceable in whole or in part. Except as described disclosed in the Registration Statement, the Pricing General Disclosure Package 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 to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company; (ii) to the Company’s knowledge, there is no pending infringement, misappropriation or threatened action, suit, proceeding or claim other violation by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization third parties of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Propertyowned by, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledgelicensed to, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties subsidiaries; (“Exclusive Intellectual Property”); iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or any of its subsidiaries’ rights in or to any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any facts that it believes would which could form a reasonable basis for any such action, suit, proceeding or claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company and its subsidiaries, and the Company is unaware of any facts that it believes would which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company, 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 that) the Company or its subsidiaries infringed, misappropriated or otherwise violated, any intellectual property rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with and there has been no material breach or default under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiaries, and all such agreements are in full force and effect; and (vii) to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property owned by or licensed to the Company or its subsidiaries. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property; and , with respect to the Company’s knowledge, there is no prior art material to any patent use thereof or patent application in connection with the conduct of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid their respective businesses or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeotherwise.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the Company and knowledge of the Company, the Company, its subsidiaries own, and the Acquired Companies own or have obtained valid and enforceable licenses for, or other possess adequate rights to use on reasonable terms, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, copyrightstrademark registrations, service xxxx registrations, copyrights and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary and confidential information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof systems or procedures) (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed used by them (the “Company Intellectual Property”); to the Company’s knowledge , its subsidiaries or the Acquired Companies in, and except necessary for the conduct of, their respective businesses as described currently conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the Company failure to so own or have the right to use such Intellectual Property is all would not reasonably be expected, individually or in the Intellectual Property used inaggregate, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses to have a Material Adverse Effect. Except as currently conducted or as proposed to be conducted and as described set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened actioninfringement by third parties of the Company’s, suitits subsidiaries’ or, proceeding or claim by others that to the Company infringes, misappropriates or otherwise violates, or would, upon knowledge of the commercialization of any product or service described in the Registration StatementCompany, the Pricing Disclosure Package Acquired Companies’ Intellectual Property and there are no legal or governmental actions, suits, proceedings or claims pending or, to the Prospectusknowledge of the Company, infringe threatened, against the Company, any of its subsidiaries or otherwise misappropriate any of the Acquired Companies (i) challenging the Company’s, any of its subsidiaries’ or, to the knowledge of the Company, any of the Acquired Companies’ rights in or violateto any Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by the Company, any of its subsidiaries or, to the knowledge of the Company, the Acquired Companies, or (iii) alleging that the operation of the Company’s, its subsidiaries’ or, to the knowledge of the Company, any of the Acquired Companies’ respective businesses as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of othersa third party, which infringement, invalidity, inadequacy or violation would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to use on reasonable termsall technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, systems or procedures), designs, processes, licenses, patents, patent applications, patentstrademarks, trademarks (both registered service marks, trade and unregistered)service xxxx registrations, trade secrets, trade names, copyrightsknow how, know-how (including trade secretscopyrights and other works of authorship, computer programs and technical data and information, and other unpatented and/or unpatentable proprietary information), software, domain names and all other intellectual property rights, including registrations and applications for registration thereof proprietary rights (collectively, the “Intellectual Property”) described that are or could reasonably be expected to be material to their business as currently conducted or as currently proposed to be conducted or to the development, manufacture, operation and sale of any products and services offered or sold or proposed to be offered or sold by any of the Company or its subsidiaries. The Company’s and its subsidiaries’ Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable in whole or in part. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, (i) there is no pending infringement, misappropriation or threatened action, suit, proceeding or claim other violation by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization and its subsidiaries of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of othersowned by a third party; (ii) there is no infringement, and the Company is unaware misappropriation or other violation by third parties of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual PropertyProperty owned by, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledgelicensed to, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties subsidiaries; (“Exclusive Intellectual Property”); iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or its subsidiaries’ rights in or to any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any facts that it believes would which could form a reasonable basis for any such action, suit, proceeding or claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company and its subsidiaries, and the Company is unaware of any facts that it believes would which could form a reasonable basis for any such action, suit, proceeding or claim; to the Company’s knowledge, (v) there is no patent pending or, to the knowledge of the Company, threatened action, suit, proceeding or patent application claim by others that contains claims that dominate(nor has the Company or its subsidiaries received any claim from a third party that) the Company or its subsidiaries infringe, may dominate misappropriate or interfere otherwise violate any Intellectual Property of others, and the Company and its subsidiaries are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (as such term is described in 35 U.S.C. §135 vi) the Company and 37 C.F.R. 41.100 to 41.208) its subsidiaries have complied with the issued or pending claims terms of any each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiaries in all material respects, and all such agreements are in full force and effect; (vii) the Company and its subsidiaries have complied with all applicable laws, as well as their own rules, policies, and procedures, relating to privacy, data protection, and the collection, retention, protection, and use of personal information; and (viii) there have been no security breaches in the information technology systems of the Exclusive Company and its subsidiaries or the information technology systems of third parties to the extent used by or on behalf of the Company and its subsidiaries. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, licensing fees or similar payments to any owner or licensee of, or other claimant to, any Intellectual Property; and , with respect to the Company’s knowledge, there is no prior art material to any patent use thereof or patent application in connection with the conduct of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid their respective businesses or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeotherwise.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, owns or have obtained possesses or has valid and enforceable licenses for, or other rights to use on reasonable terms, the inventionsall patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets software, databases, know-how (including trade secretshow, and internet domain names, other unpatented and/or unpatentable proprietary information)confidential information systems, software, domain names processes or procedures and other intellectual property rights, including registrations and applications for registration thereof similar rights (collectively, the “Intellectual PropertyProperty Rights”) described in necessary for the Registration Statement, conduct of the Pricing Disclosure Package business of the Company and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses Subsidiaries as currently conducted or as proposed to be conducted carried on and as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus. The Intellectual Property Rights licenses described in the Registration Statement, General Disclosure Package and the Prospectus are valid, binding upon and enforceable against the parties thereto in accordance with their respective terms. To the knowledge of the Company, no action or use by the Company or any Subsidiary necessary for the conduct of its business as currently carried on and as described in the Registration Statement, the General Disclosure Package and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. None of the Company nor any Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or any Subsidiary; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any Subsidiary in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 1(bb), reasonably be expected to result in a Material Adverse Effect; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company or any Subsidiary have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 1(bb), reasonably be expected to result in a Material Adverse Effect; (D) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any Subsidiary infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, violates any Intellectual Property Rights or other proprietary rights of others, none of the Company nor any Subsidiary has received any written notice of such claim and the Company is unaware of any other facts that it believes could which would form a reasonable basis for any such claimclaim that would, individually or in the aggregate, together with any other claims in this Section 1(bb), reasonably be expected to result in a Material Adverse Effect; and (E) to the Company’s knowledge, none no employee of the technology employed by the Company has been obtained or any Subsidiary is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to employment with the company Intellectual PropertyCompany or any Subsidiary, or obligation not actions undertaken by the employee while employed with the Company or any Subsidiary and could reasonably be expected to use third party Intellectual Property result, individually or other proprietary rights on behalf of in the Companyaggregate, in a Material Adverse Effect. To the Company’s knowledge, there are no third parties who have all material technical information developed by and belonging to the Company and the Subsidiaries which has not been patented has been kept confidential. None of the Company nor any Subsidiary is a party to or will be able bound by any options, licenses or agreements with respect to establish rights to any Company the Intellectual Property described Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by and are not described therein. The Registration Statement, the Company, except for licenses granted General Disclosure Package and the Prospectus contain in writing all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or its subsidiaries to the Subsidiaries has been obtained or is being used by the Company in violation of any third-parties (“Exclusive Intellectual Property”); there is no pending contractual obligation binding on the Company or any Subsidiary or, to the Company’s knowledge, threatened actionany of their officers, suitdirectors or employees, proceeding or claim by others challenging otherwise in violation of the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officepersons.

Title to Intellectual Property. Except as described in To the Registration Statement, the Pricing Disclosure Package and the ProspectusCompany’s knowledge, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights the right to use on reasonable terms, the inventionsall material patents, patent applications, patentsinventions, trademarks (both registered and unregistered)trademarks, service marks, trade names, domain names, copyrights, licenses, know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names systems or procedures) and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described employed by them in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Companyconducted. To the Company’s knowledge, there are no third parties who have neither the Company nor any of its subsidiaries is infringing, misappropriating, diluting, or will be able to establish rights to any Company otherwise violating the Intellectual Property described of any third-party. The Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation, dilution or other violation of any Intellectual Property rights of others which would reasonably be expected to result in a Material Adverse Effect. No action, suit, claim, or other proceeding is pending, or to the Company’s knowledge, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any Intellectual Property of the Company or any of its subsidiaries that is, individually or in the Registration Statementaggregate, material to their business (with the exception of office actions in connection with applications for the registration or issuance of such Intellectual Property). Except as disclosed in the Pricing Disclosure Package and Package, (i) neither the Prospectus as exclusively owned Company nor any of its subsidiaries has received notice from any of its licensees or exclusively licensed by customers requesting or demanding that the Company or any of its subsidiaries indemnify or defend such licensee or customer in connection with any claim that such licensee or customer is infringing, misappropriating, diluting, or otherwise violating the Intellectual property rights of others in any material respect, (ii) to the Company’s knowledge, except for licenses granted no third party is infringing, misappropriating, diluting, or otherwise violating the Company’s Intellectual Property in writing any material respect, (iii) no Intellectual Property owned by the Company or its subsidiaries that is, individually or in the aggregate, material to their business has been abandoned, permitted to lapse, dedicated to the public, or the subject of any third-parties asserted termination of transfer or reversion rights, (“Exclusive iv) except as would not reasonably be expected to have a Material Adverse Effect, no Intellectual Property”); there Property owned by or exclusively licensed to the Company or its subsidiaries is no pending orto expire in the next five (5) years, (v) to the Company’s knowledge, threatened actionexcept pursuant to licenses entered into in the ordinary course of business, suitno third parties have any right, proceeding title or claim interest in any Intellectual Property that is purported to be owned by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts or its subsidiaries and that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole is, individually or in partthe aggregate, and there is no pending ormaterial to their business, (vi) to the Company’s knowledge, threatened action, suit, proceeding all contracts pursuant to which the Company and its subsidiaries are licensed or claim by others challenging otherwise permitted to use or exploit the validity, enforceability or scope Intellectual Property of any Exclusive Intellectual Propertythird parties are valid and enforceable, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledgenot in breach thereof, there is no patent or patent application that contains claims that dominate, may dominate or interfere and (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208vii) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive all Intellectual Property that the Company believes may render any U.S. patent held owned by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions which would reasonably be expected to the U.S. Patent and Trademark Officeresult in a Material Adverse Effect.

Title to Intellectual Property. Except as The Company and its subsidiaries own, possess, have valid and enforceable licenses to use, or otherwise have the rights to use on reasonable terms all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names, software, copyrights, licenses, inventions, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property, including registrations and applications for registration thereof (collectively “Intellectual Property”) that is described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, or that is necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and neither the Company and or any of its subsidiaries ownhas received any notice or is otherwise aware of any infringement of or conflict with the rights of others with respect to any Intellectual Property or the conduct of their respective businesses, or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein which might reasonably be expected to have obtained valid and enforceable licenses a Material Adverse Effect. Without limitation to the foregoing, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, or other rights and to use on reasonable termsthe extent of, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, ownership rights of the “owners of the Intellectual Property”) described in Property which the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or disclose is licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all or any of its subsidiaries; (ii) none of the Intellectual Property used inowned by the Company and, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, licensed to the Company, has been adjudged invalid or unenforceable in whole or in part, and there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes, or any subsidiary infringes or otherwise misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes which could form a reasonable basis for any such action, suit, proceeding or claim; (iii) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect; (iv) there is no patent or patent application that contains claims that dominate, may dominate or interfere with the issued or pending claims of any patent or patent application included in such Intellectual Property of the Company or any of its subsidiaries or that challenges the validity, enforceability or scope of any such patent or patent application, and there is no prior art of which the Company is aware that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office; (v) to the Company’s knowledge, there is no material infringement, misappropriation or other violation by third parties of any such Intellectual Property; (vi) none of the technology employed Intellectual Property used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon or in violation of the rights of any of its officers, directors or employees, and third parties; (vii) the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To ; and (viii) the Company is not a party to or bound by any options, licenses or other agreements with respect to the Company’s knowledge, there are no or any third parties who have or will be able to establish rights to any Company party’s Intellectual Property that are required to be set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, but are not described in all material respects in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus, as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeapplicable.

Title to Intellectual Property. Except as for specific matters the Company is aware of that are accurately described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and each of its subsidiaries ownSubsidiaries own or possess, or have obtained valid and enforceable licenses for, or other rights to use can acquire on reasonable terms, the adequate rights to all patents, patent rights, inventions, patent applicationstrademarks, patents, trademarks (both registered and unregistered)service marks, trade names, domain names, goodwill associated with the foregoing, copyrights, licenses and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names systems or procedures) and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in necessary for the Registration Statement, conduct of the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, business of the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses Subsidiaries taken as whole in all material respects as currently conducted or and as proposed to be conducted and as described in the Registration Statementconducted, the Pricing Disclosure Package and the Prospectus; and, to the knowledge of the Company’s knowledge, there is no 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 actionclaim of infringement, suit, proceeding misappropriation or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization other violation of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form 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 reasonably be expected to have a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Material Adverse Effect. The Company is not aware of any specific facts or combination of facts that it believes would form support a reasonable basis for a successful challenge finding that any of its employees are in the material issued or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement granted patents owned by or licensed to the Company or any restrictive covenant to of its Subsidiaries is invalid or with a former employer where such violation relates to such employee’s breach of a confidentiality obligationunenforceable and, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf knowledge of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any all such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; granted patents are valid and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeenforceable.

Title to Intellectual Property. Except as described otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus, the Company and Company, including its subsidiaries Subsidiaries, own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names secrets and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or which are necessary for, for the conduct of, of the Company’s and its subsidiariesSubsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted and (collectively, “Intellectual Property”), except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form would not have a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding Material Adverse Effect on the Company or, upon any of and its officers, directors or employeesSubsidiaries taken as a whole, and the Company is not aware except as enforceability of any facts that it believes would form a reasonable basis for a successful challenge that any licenses may be limited by bankruptcy and other similar laws affecting the rights of its employees are in or have ever been in violation creditors generally and general principles of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Companyequity. To the Company’s knowledge, the conduct of the Company’s and its Subsidiaries’ businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property rights of others. To the Company’s knowledge: (i) there are no third parties who have or will be able to establish rights to any registered Intellectual Property, other than licensees of the Company and any co-owner of any patent constituting Intellectual Property described who is listed on the records of the U.S. Patent and Trademark Office and any co-owner of any patent application constituting Intellectual Property who is named in the Registration Statement, the Pricing Disclosure Package such patent application; and the Prospectus as exclusively owned or exclusively licensed (ii) there is no infringement by the Company, except for licenses granted in writing by the Company or its subsidiaries to third parties of any third-parties (“Exclusive Intellectual Property”); there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging claim; or (C) asserting that the validityCompany or any of its Subsidiaries infringes or otherwise violates, enforceability or scope would, upon the expansion or commercialization of any Exclusive Intellectual Propertyproduct or service described in the Registration Statement, the General Disclosure Package, or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such action, suit, proceeding or claim; . The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any Subsidiary, and all such agreements are in full force and effect, except for such noncompliance which would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. To the Company’s knowledge, there is are no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described material defects in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive patents or patent applications included in the Intellectual Property; . The Company and its Subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the Company’s knowledge, there is no prior art material to any patent or patent application execution of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent nondisclosure and Trademark Officeconfidentiality agreements.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, owns or have obtained possesses valid and enforceable licenses for, or other rights to use on reasonable termsall intellectual property rights throughout the world, the inventionsincluding all trademarks, patent applications, patents, trademarks (both registered and unregistered)service marks, trade names, copyrightsdomain names, and all goodwill associated with the foregoing, patents, patent rights, inventions, copyrights and copyrightable works, licenses, technology, know-how (including how, trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names secrets and other intellectual property rightsand proprietary or confidential information, systems or procedures (including all registrations and applications for registration thereof of the foregoing) (collectively, the “Intellectual Property”) described 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 as being owned or licensed by them (the “Company Intellectual Property”); to be conducted, and, to the knowledge of the Company’s , 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 and except of the Company, the future conduct of its business as described proposed in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus to be conducted, the Company will not infringe, misappropriate or otherwise violate any Intellectual Property is all the Intellectual Property used inof others in any material respect. Except as would not, individually or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus; if determined adversely to the Company’s knowledge, reasonably be expected to have a Material Adverse Effect, there is no pending or threatened action, suit, proceeding or claim by others any third party (i) challenging the Company’s rights in or to any of their owned or licensed Intellectual Property; (ii) alleging that the Company infringeshas infringed, misappropriates misappropriated or otherwise violates, violated or would, upon the commercialization conflicted with any Intellectual Property of any product third party; or service described (iii) challenging the validity, scope or enforceability of any Intellectual Property of the Company, 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, infringe or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned by 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 has infringed, misappropriated or otherwise misappropriate or violate, violated any Intellectual Property rights owned by or exclusively licensed to the Company. The Company has taken commercially reasonable actions necessary to maintain and protect all material registered Intellectual Property (including all applications therefor) owned by the Company, including payment of othersapplicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company has at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Intellectual Property, the value of which to the Company is unaware 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 any facts that it believes could form a reasonable basis Intellectual Property for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by have signed confidentiality and invention assignment agreements with the Company in violation of any contractual obligation binding on pursuant to which the Company or, upon any either (i) has obtained ownership of its officers, directors or employees, and is the Company is not aware exclusive owner of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not (ii) has obtained a valid right to use third party exploit such Intellectual Property or other proprietary rights on behalf Property, sufficient for the conduct of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described its business as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officebe conducted.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other possess rights to use on reasonable termsuse, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)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, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names and other intellectual property rights, including registrations and applications systems or procedures) necessary for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or and as proposed to be conducted and as described in the Registration Statement(collectively, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge“Intellectual Property”), there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none neither the manufacture of, nor the use or sale of, any of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property product candidates described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus as exclusively owned would infringe, misappropriate or exclusively licensed otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by the Companya court of competent jurisdiction to be invalid or unenforceable, except for licenses granted in writing by the Company whole or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (B) challenging the validity, enforceability or scope of any Exclusive Intellectual Property; 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. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, and the value of which to the Company is unaware contingent upon maintaining the confidentiality thereof, including the execution of any facts that it believes would form a reasonable basis for any such claimappropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, there is no patent or patent application that contains claims that dominatein all foreign offices having similar requirements, may dominate or interfere (as all such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to requirements have been complied with. To the Company’s knowledge, there is no prior art material to any patent or patent application none of the Exclusive Company owned Intellectual Property that the Company believes may render any U.S. patent held or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable that has not been disclosed to or its subsidiary in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries.

Title to Intellectual Property. Except as described in Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Debtors and its subsidiaries ownSubsidiaries owns, or have obtained valid and enforceable licenses foris licensed or otherwise has the right to use, or other rights to use on reasonable terms, the inventions, patent applications, all patents, trademarks inventions and discoveries (both registered and unregisteredwhether patentable or not), trademarks, service marks, trade names, trade dress, internet domain names, copyrights, published and unpublished works of authorship (including software), and all registrations, recordations and applications of the foregoing and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and licenses related to any of the foregoing (“IP Rights”) owned by or used in the conduct of the businesses of each Debtor and its Subsidiaries (“Debtor IP Rights”), softwareexcept where the failure to own or possess such rights to (or have licenses related to) any such IP Rights would not, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described individually or in the Registration Statementaggregate, reasonably be expected to be adverse in any material respect to any of the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”)Debtors; and, to the Company’s knowledge and except as described in of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary forDebtors, the conduct of, of the Company’s businesses of each Debtor and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, Subsidiaries does not infringe or otherwise misappropriate or violate, in any Intellectual Property rights material respect with any IP Rights of others, and the Company is unaware each Debtor and its Subsidiaries have not received any written notice of any facts that it believes could form a reasonable basis for claim of infringement or misappropriation of any such claim; and to the Company’s knowledge, none IP Rights of others. None of the technology employed Debtor IP Rights owned by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon Debtor and/or any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or Subsidiaries have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Propertyunenforceable, and the Company is unaware Debtors have maintained all registered patents, trademarks and copyrights in full force and effect and used commercially reasonable efforts to protect all trade secrets, except where such adjudication or failure to maintain would not, individually or in the aggregate, reasonably be expected to be adverse in any material respect to any Debtor or any of its Subsidiaries. To the knowledge of the Debtors, no third party has infringed or misappropriated any Debtor IP Rights, except where such infringement or misappropriation of any facts that it believes such IP Rights would form a reasonable basis for not, individually or in the aggregate, reasonably be expected to be adverse in any such claim; material respect to the Company’s knowledge, there is no patent any Debtor or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeits Subsidiaries.

Title to Intellectual Property. Except as described otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus, the Company and Company, including its subsidiaries Subsidiaries, own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names secrets and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or which are necessary for, for the conduct of, of the Company’s and its subsidiariesSubsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted and (collectively, “Intellectual Property”), except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form would not have a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding Material Adverse Effect on the Company or, upon any of and its officers, directors or employeesSubsidiaries taken as a whole, and the Company is not aware except as enforceability of any facts that it believes would form a reasonable basis for a successful challenge that any licenses may be limited by bankruptcy and other similar laws affecting the rights of its employees are in or have ever been in violation creditors generally and general principles of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Companyequity. To the Company’s knowledge, the conduct of the Company’s and its Subsidiaries’ businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property rights of others. To the Company’s knowledge: (i) there are no third parties who have or will be able to establish rights to any registered Intellectual Property, other than licensees of the Company and any co-owner of any patent constituting Intellectual Property described who is listed on the records of the U.S. Patent and Trademark Office and any co-owner of any patent application constituting Intellectual Property who is named in the Registration Statement, the Pricing Disclosure Package such patent application; and the Prospectus as exclusively owned or exclusively licensed (ii) there is no infringement by the Company, except for licenses granted in writing by the Company or its subsidiaries to third parties of any third-parties (“Exclusive Intellectual Property”); there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging claim; or (C) asserting that the validityCompany or any of its Subsidiaries infringes or otherwise violates, enforceability or scope would, upon the expansion or commercialization of any Exclusive Intellectual Propertyproduct or service described in the Registration Statement, the General Disclosure Package, or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such action, suit, proceeding or claim; . The Company and its subsidiaries have complied with the terms of each agreement pursuant to 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 is are no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described material defects in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive patents or patent applications included in the Intellectual Property; . The Company and its Subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of nondisclosure and confidentiality agreements. The Company’s knowledgeXxxxx Silicon Technology described in the Registration Statement, there is no prior art material to any patent the General Disclosure Package, or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held Prospectus as under development by the Company invalid or any U.S. patent application held by Subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeor any Subsidiary.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, or have obtained possess valid and enforceable licenses for, or other licensed rights to use on reasonable termsuse, the inventionsall patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), softwaresystems or procedures) material to, domain names and other intellectual property rights, including registrations reasonably necessary for the conduct of their respective businesses as currently conducted and applications for registration thereof as proposed to be conducted (collectively, the “Intellectual Property”). To the Company’s knowledge, (i) described the conduct of the business of the Company and its subsidiaries as currently conducted does not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property rights of others; (ii) the commercialization of AG10 as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned will not infringe, misappropriate or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described otherwise conflict in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to any material respect with any intellectual property rights of others. To the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others (i) that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates, or would, would upon the commercialization of any product or service described AG10 as disclosed in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, infringe infringe, misappropriate or otherwise misappropriate or violate, the intellectual property rights of another, or (ii) challenging the Company’s rights in or to any Intellectual Property rights of others, and disclosed in the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and Prospectus as being owned by or exclusively licensed to the Company’s knowledge, none or (iii) challenging the validity, enforceability, scope or ownership of any Intellectual Property disclosed in the Prospectus as being owned by or licensed to the Company or its subsidiary or their rights therein. To the knowledge of the technology employed by Company, there are no material defects in the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property owned by or other proprietary rights on behalf of licensed to the Company. To the knowledge of the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described 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 disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively being owned by or exclusively licensed by to the Company or its subsidiary have been complied with; and in all foreign patent offices having similar requirements, all such requirements have been complied with. To the knowledge of the Company, except for licenses granted no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries in writing any material respect. To the Company’s knowledge, none of the Intellectual Property used by the Company or its subsidiaries in the conduct of its business has been obtained or is being used by the Company or its subsidiaries in material violation of any contractual obligation binding on the Company or any of its subsidiaries. Except as set forth in the Prospectus, the Intellectual Property owned by the Company and its subsidiaries is all solely owned by the Company, and is owned free and clear of any liens or encumbrances. The Company is not aware of any specific facts or combination of facts that would cause the Company or any of its subsidiaries to reasonably conclude that any third-parties (“Exclusive of the Intellectual Property”); there Property owned by or licensed to the Company or any of its subsidiaries is no pending orinvalid or unenforceable and, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging knowledge of the Company’s ownership , all such issued or rights in or granted patents are valid and enforceable. The Company and its subsidiaries are not subject to any Exclusive judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor have they entered into or are a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their respective use of any Intellectual Property. The Company and its subsidiaries have taken all commercially reasonable steps, in accordance with normal industry practice, necessary to maintain the confidentiality of all Intellectual Property the value of which to the Company and its subsidiaries is contingent upon maintaining the confidentiality thereof, and the Company is unaware not aware of any facts that it believes would form a reasonable basis for any material disclosure of such claim; none Intellectual Property other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Exclusive Company and its subsidiaries, all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, key employees and any other employees and independent contractors involved in the development of Intellectual Property for the Company and its subsidiaries have signed confidentiality and invention assignment agreements or similar agreements for the transfer, assignment, and/or licensing of Intellectual Property with the Company pursuant to which the Company either (i) has been adjudged invalid obtained ownership of and is the exclusive owner of, or unenforceable in whole or in part(ii) has obtained a valid and unrestricted right to exploit, and there is no pending orsufficient for the conduct of its business, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive such Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries own, owns or have obtained possesses the valid right to use all (i) valid and enforceable licenses for, or other rights to use on reasonable terms, the inventionspatents, patent applications, patentstrademarks, trademarks trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (both registered “Intellectual Property Rights”) and unregistered)(ii) inventions, software, works of authorships, trademarks, service marks, trade names, copyrightsdatabases, know-how formulae, know how, Internet domain names and other intellectual property (including trade secrets, secrets and other unpatented and/or unpatentable proprietary confidential information), softwaresystems, domain names and other intellectual property rights, including registrations and applications for registration thereof or procedures) (collectively, the “Intellectual PropertyProperty Assets”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); necessary to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses business as currently conducted or conducted, and as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus; . The Company has not received any notice of, nor is aware of, any infringement of or conflict with asserted rights of others with respect to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of othersRights or Intellectual Property Assets. Further, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained not received any opinion from its legal counsel concluding that any activities of its business infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and has not received written notice of any challenge, which is being to its knowledge still pending, by any other person to the rights of the Company with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights the Company’s business as now conducted does not give rise to any Company infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus as exclusively owned are valid, binding upon, and enforceable by or exclusively licensed against the parties thereto in accordance with their terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. No claim has been made against the Company, except for licenses granted in writing Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its subsidiaries Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any third-parties (“Exclusive of the Intellectual Property”); there Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to data privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is no pending orprotected against unauthorized access, use, modification, or other misuse. The Company has taken all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and which relate to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. Except as described disclosed in each of the Registration Statement, the Pricing General Disclosure Package and the Prospectus, (i) the Company and its subsidiaries own, Controlled Entities own or have obtained valid and enforceable licenses for, or other possess adequate rights to use on reasonable terms, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, copyrightstrademark registrations, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), softwareservice xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, inventions, know-how, trade secrets, systems, procedures and proprietary or confidential information and all other worldwide intellectual property, industrial property rights, including registrations and applications for registration thereof proprietary rights (collectively, the “Intellectual Property”) described used in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted presently conducted, or as proposed to be conducted and as described in each of the Registration Statement, the Pricing General Disclosure Package and the Prospectus; (ii) the Company and its Controlled Entities’ conduct of their respective businesses does not, to the Company’s best knowledge, there is no pending or threatened actioninfringe, suit, proceeding or claim by others that the Company infringes, misappropriates misappropriate or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, violate any Intellectual Property rights of others, and any person; (iii) the Company is unaware and its Controlled Entities have not received any written notice of any facts that it believes could form a reasonable basis for any such claimclaim relating to Intellectual Property; and (iv) to the Company’s best knowledge, none the Intellectual Property of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of and its officers, directors or employees, and the Company Controlled Entities is not aware of being infringed, misappropriated or otherwise violated by any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties person; (“Exclusive Intellectual Property”); v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or any Controlled Entity’s rights in or to to, or the violation of any Exclusive of the terms of, any of their Intellectual Property, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and (vi) there is no pending or, to the Company’s best knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive such Intellectual Property, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such claim; (vii) there is no pending or, to the Company’s best knowledge, there threatened action, suit, proceeding or claim by others that the Company or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property or other proprietary rights of others and the Company is no patent unaware of any other fact which would form a reasonable basis for any such claim; and (viii) none of the Intellectual Property used by the Company or patent application that contains claims that dominatethe Controlled Entities in their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation binding on the Company, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and Controlled Entities in violation of the rights of any persons, except in each case covered by clauses (i) through (vii) above such as would not, if determined adversely to the Company’s knowledge, there is no prior art material to Company or any patent or patent application of the Exclusive Intellectual Property that Controlled Entities, individually or in the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeaggregate, have a Material Adverse Effect.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to use on reasonable termsall technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, patent applicationssystems or procedures), designs, processes, licenses, patents, trademarks (both registered and unregistered)trademarks, service marks, trade secrets, trade names, copyrightsknow how, know-how copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary rights (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including all registrations and applications for registration thereof of, and all goodwill associated with, any of the foregoing, as applicable) ​ (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned that are or licensed by them (the “Company Intellectual Property”); could reasonably be expected to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses 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 sold by any of the Company or its subsidiaries. The Intellectual Property of the Company and its subsidiaries has not been adjudged by a court or other administrative body of competent jurisdiction to be invalid or unenforceable in whole or in part. Except as described disclosed in the Registration Statement, the Pricing General Disclosure Package 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 to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company; (ii) to the Company’s knowledge, there is no pending infringement, misappropriation or threatened action, suit, proceeding or claim other violation by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization third parties of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Propertyowned by, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledgelicensed to, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties subsidiaries; (“Exclusive Intellectual Property”); iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or any of its subsidiaries’ rights in or to any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any facts that it believes would which could form a reasonable basis for any such action, suit, proceeding or claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company and its subsidiaries, and the Company is unaware of any facts that it believes would which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company, 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 that) the Company or its subsidiaries infringed, misappropriated or otherwise violated, any intellectual property rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with and there has been no material breach or default under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiaries, and all such agreements are in full force and effect; and (vii) to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property owned by or licensed to the Company or its subsidiaries. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property; and , with respect to the Company’s knowledge, there is no prior art material to any patent use thereof or patent application in connection with the conduct of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid their respective businesses or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeotherwise.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, or have obtained possess valid and enforceable licenses for, or other licensed rights to use on reasonable termsuse, the inventionsall patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), softwaresystems or procedures) material to, domain names and other intellectual property rights, including registrations and applications reasonably necessary for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or and as proposed to be conducted (collectively, “Intellectual Property”). To the Company’s knowledge, (i) the conduct of the business of the Company and its subsidiaries as described currently conducted does not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property rights of others; (ii) the commercialization of AG10 as disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus; to Prospectus will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property rights of others. To the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others (i) that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates, or would, would upon the commercialization of any product or service described AG10 as disclosed in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus, infringe infringe, misappropriate or otherwise misappropriate or violate, the intellectual property rights of another, or (ii) challenging the Company’s rights in or to any Intellectual Property disclosed in the Prospectus as being owned by or exclusively licensed to the Company, or (iii) challenging the validity, enforceability, scope or ownership of any Intellectual Property disclosed in the Prospectus as being owned by or licensed to the Company or its subsidiary or their rights therein. To the knowledge of othersthe Company, there are no material defects in the any of the Intellectual Property owned by or licensed to 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 United States patents and patent applications disclosed in the Registration Statement and the Prospectus as being owned by or exclusively licensed to the Company is unaware of any facts that it believes could form a reasonable basis for any such claimor its subsidiary have been complied with; and in all foreign patent offices having similar requirements, all such requirements have been complied with. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries in any material respect. To the Company’s knowledge, none of the technology employed Intellectual Property used by the Company or its subsidiaries in the conduct of its business has been obtained or is being used by the Company or its subsidiaries in material violation of any contractual obligation binding on the Company or, upon or any of its officerssubsidiaries. Except as set forth in the Prospectus, directors the Intellectual Property owned by the Company and its subsidiaries is all solely owned by the Company, and is owned free and clear of any liens or employeesencumbrances. The Company is not aware of any specific facts or combination of facts that would cause the Company or any of its subsidiaries to reasonably conclude that any of the Intellectual Property owned by or licensed to the Company or any of its subsidiaries is invalid or unenforceable and, to the knowledge of the Company, all such issued or granted patents are valid and enforceable. The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor have they entered into or are a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their respective use of any Intellectual Property. The Company and its subsidiaries have taken all commercially reasonable steps, in accordance with normal industry practice, necessary to maintain the confidentiality of all Intellectual Property the value of which to the Company and its subsidiaries is contingent upon maintaining the confidentiality thereof, and the Company is not aware of any facts that it believes would form material disclosure of such Intellectual Property other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company and its subsidiaries, all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, key employees and any other employees and independent contractors involved in the development of Intellectual Property for the Company and its subsidiaries have signed confidentiality and invention assignment agreements or similar agreements for the transfer, assignment, and/or licensing of Intellectual Property with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of, or (ii) has obtained a reasonable basis valid and unrestricted right to exploit, sufficient for a successful challenge that any the conduct of its employees are in or have ever been in violation of any term of any employment contractbusiness, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. Except as described in the Registration Statement, Pricing Disclosure Package and Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, applications for trademark, service xxxx and trade name registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other technology and intellectual property rights (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described would not reasonably be expected to result in the Registration Statementa Material Adverse Effect, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is (i) no pending or threatened action, suit, proceeding or claim by others that the Company infringesclaim, misappropriates or otherwise violatesincluding requests for indemnification, or would(collectively, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company “Action”) is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened actionthreatened, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and alleging that the Company or any of its subsidiaries is unaware of any facts that it believes would form a reasonable basis for any such claim; none of infringing, misappropriating, diluting or otherwise violating (collectively, “Infringing”) the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in partof others, and there is no pending or, (ii) to the Company’s knowledge, threatened action, suit, proceeding or claim no third party is Infringing any Intellectual Property owned by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company or any of its subsidiaries and (iii) no Action is unaware of any facts that it believes would form a reasonable basis for any such claim; pending, or to the Company’s knowledge, there is no patent threatened, against Company or patent application that contains claims that dominateany of its subsidiaries challenging the validity, may dominate enforceability, scope, or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims ownership of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held owned by the Company invalid or any U.S. patent application held by of its subsidiaries (with the exception of office actions in connection with applications for the registration or issuance of such Intellectual Property). The Company unpatentable that has and its subsidiaries have taken reasonable actions to maintain and protect their material Intellectual Property, except where the failure to take such actions would not been disclosed reasonably be expected to the U.S. Patent and Trademark Officeresult in a Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other possess rights to use on reasonable termsuse, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)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, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names and other intellectual property rights, including registrations and applications systems or procedures) necessary for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or and as proposed to be conducted and as described in the Registration Statement(collectively, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge“Intellectual Property”), there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none neither the manufacture of, nor the use or sale of, any of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property product candidates described in the Registration StatementRecent SEC Filings would infringe, the Pricing Disclosure Package misappropriate or otherwise conflict in any material respect with any known, valid and the Prospectus as exclusively owned enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or exclusively licensed by the Companyunenforceable, except for licenses granted in writing by the Company whole or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (B) challenging the validity, enforceability or scope of any Exclusive Intellectual Property; 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 Recent SEC Filings as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, and the value of which to the Company is unaware contingent upon maintaining the confidentiality thereof, including the execution of any facts that it believes would form a reasonable basis for any such claimappropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, there is no patent or patent application that contains claims that dominatein all foreign offices having similar requirements, may dominate or interfere (as all such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to requirements have been complied with. To the Company’s knowledge, there is no prior art material to any patent or patent application none of the Exclusive Company owned Intellectual Property that the Company believes may render any U.S. patent held or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable that has not been disclosed to or its subsidiary in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, Subsidiaries own or have obtained valid and enforceable licenses for, or other rights possess the right to use on reasonable terms, the all inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, domain names, copyrights, trade secrets, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned are (i) necessary or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, material for the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or as currently proposed to be conducted and as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending Prospectus and (ii) necessary or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon material for the commercialization of any product or service the products described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there being under development. There is no pending or, to the Company’s knowledge, threatened (i) action, suit, proceeding proceeding, or claim by others challenging the Company’s ownership rights of the Company or rights any of its Subsidiaries in or to any Exclusive such Intellectual PropertyProperty that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such claim; (ii) action, suit, proceeding, or claim by others that the Company or any of its Subsidiaries infringes, misappropriates, or otherwise violates any Intellectual Property of others that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; or (iii) action, suit, proceeding, or claim by others challenging the validity, scope, or enforceability of any such Intellectual Property owned or licensed by the Company or its Subsidiaries and the Company is unaware of any facts which would form a reasonable basis for any such claim. To the Company’s knowledge, the operation of the business of the Company and its Subsidiaries as now conducted, and as described in the Prospectus, and in connection with the development and commercialization of the products described in the Prospectus does not infringe, misappropriate, conflict with or otherwise violate any claim of any patent or published patent application of any other person or entity. There is no prior art of which the Company or any of its Subsidiaries is aware that may render any patent owned or licensed by the Company or its Subsidiaries invalid or any patent application owned or licensed by the Company or its Subsidiaries unpatentable which has not been disclosed to the applicable government patent office. The Company’s granted or issued patents, registered trademarks and registered copyrights have been duly maintained and are in full force and effect, and none of the Exclusive Intellectual Property has patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part. The Company knows of no infringement, misappropriation or violation by others of any Intellectual Property owned or licensed by the Company or its Subsidiaries which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and there that are not described therein in all material respects. The Company and its Subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property of the Company and its Subsidiaries from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the technology or intellectual property used by the Company and its Subsidiaries in its business has been obtained or is no pending being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or its Subsidiaries, or, to the Company’s knowledge, threatened actionany of its officers, suit, proceeding directors or claim by others challenging employees or otherwise in violation of the validity, enforceability or scope rights of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held persons. No third party has been granted by the Company invalid or its Subsidiaries rights to the Intellectual Property of the Company or its Subsidiaries, including any U.S. patent application held rights that, if exercised, could enable such party to develop products competitive to those of the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus. All Intellectual Property owned or exclusively licensed by the Company unpatentable or its Subsidiaries are free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has not been disclosed it entered into or is it a party to the U.S. Patent and Trademark Officeany agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property.

Title to Intellectual Property. Except (a) Buyer shall receive title to the Proprietary Technology at Closing, free and clear of all liens or encumbrances. (b) Seller owns all Proprietary Technology necessary for the operation of its business utilizing the Assets as described in the Registration Statement, the Pricing Disclosure Package presently conducted and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights as presently proposed to use on reasonable terms, the inventions, patent applications, be conducted. Seller has provided Buyer with a list (Exhibit A) of all patents, trademarks (both registered and unregistered), trade names, copyrights, know-how trademarks and service marks owned by Seller relating to the Assets. Seller has taken all necessary and desirable action to maintain and protect each item of Proprietary Technology. (c) Seller does not interfere with, infringe upon, misappropriate, or otherwise come into conflict with any proprietary technology rights of third parties, and has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including trade secretsany claim that Seller must license or refrain from using any proprietary technology rights of any third party) in connection with the conduct of its business. No third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Proprietary Technology rights of Seller. (d) Seller has delivered to Buyer correct and complete copies of all items of Proprietary Technology (Exhibit A). With respect to each item of Proprietary Technology (i) Seller possesses all right, title, and other unpatented and/or unpatentable proprietary information), software, domain names interest in and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge item, free and except as described in the Registration Statementclear of any security interest, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used inlicense, or necessary forother restriction; (ii) the item is not subject to any outstanding injunction, the conduct ofjudgment, the Company’s and its subsidiaries’ respective businesses as currently conducted order, decree, ruling, or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectuscharge; to the Company’s knowledge, there is (iii) no pending or threatened action, suit, proceeding or claim by others that the Company infringesproceeding, misappropriates or otherwise violateshearing, investigation, charge, complaint, claim, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company demand is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledgeknowledge of Seller, threatened actionits the directors and officers (and employees with responsibility for Proprietary Technology matters), suitis threatened, proceeding which challenges the legality, validity, enforceability, use, or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property item; and (iv) Seller has been adjudged invalid never agreed to indemnify any person (other than its customers) for or unenforceable in whole against any interference, infringement, misappropriation, or in part, and there is no pending or, other conflict with respect to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeitem.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other possess rights to use on reasonable termsuse, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names and other intellectual property rights, including registrations and applications systems or procedures) necessary for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or and as proposed to be conducted and as described in the Registration Statement(collectively, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge“Intellectual Property”), there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none neither the manufacture of, nor the use or sale of, any of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property product candidates described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus as exclusively owned would infringe, misappropriate or exclusively licensed otherwise conflict in any material respect with any known, valid and enforceable Intellectual Property rights of others. The Intellectual Property has not been adjudged by the Companya court of competent jurisdiction to be invalid or unenforceable, except for licenses granted in writing by the Company whole or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (B) challenging the validity, enforceability or scope of any Exclusive Intellectual Property; 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. To the Company’s knowledge, the Intellectual Property owned by the Company are owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company. The Company and its subsidiaries have taken reasonable steps to maintain the confidentiality of their Intellectual Property, and the value of which to the Company is unaware contingent upon maintaining the confidentiality thereof, including the execution of any facts that it believes would form a reasonable basis for any such claimappropriate nondisclosure, confidentiality agreements, invention assignment agreements and invention assignments with their employees. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and, to the Company’s knowledge, there is no patent or patent application that contains claims that dominatein all foreign offices having similar requirements, may dominate or interfere (as all such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to requirements have been complied with. To the Company’s knowledge, there is no prior art material to any patent or patent application none of the Exclusive Company owned Intellectual Property that the Company believes may render any U.S. patent held or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable that has not been disclosed to or its subsidiary in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries.

Title to Intellectual Property. Except as described otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus, the Company and Company, including its subsidiaries Subsidiaries, own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names secrets and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing General Disclosure Package and Package, or the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or which are necessary for, for the conduct of, of the Company’s and its subsidiariesSubsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted and (collectively, “Intellectual Property”), except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form would not have a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding Material Adverse Effect on the Company or, upon any of and its officers, directors or employeesSubsidiaries taken as a whole, and the Company is not aware except as enforceability of any facts that it believes would form a reasonable basis for a successful challenge that any licenses may be limited by bankruptcy and other similar laws affecting the rights of its employees are in or have ever been in violation creditors generally and general principles of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Companyequity. To the Company’s knowledge, the conduct of the Company’s and its Subsidiaries’ businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property rights of others. To the Company’s knowledge: (i) there are no third parties who have or will be able to establish rights to any registered Intellectual Property, other than licensees of the Company and any co-owner of any patent constituting Intellectual Property described who is listed on the records of the U.S. Patent and Trademark Office and any co-owner of any patent application constituting Intellectual Property who is named in the Registration Statement, the Pricing Disclosure Package such patent application; and the Prospectus as exclusively owned or exclusively licensed (ii) there is no infringement by the Company, except for licenses granted in writing by the Company or its subsidiaries to third parties of any third-parties (“Exclusive Intellectual Property”); there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging claim; or (C) asserting that the validityCompany or any of its Subsidiaries infringes or otherwise violates, enforceability or scope would, upon the expansion or commercialization of any Exclusive Intellectual Propertyproduct or service described in the Registration Statement, the General Disclosure Package, or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such action, suit, proceeding or claim; . The Company and its subsidiaries have complied with the terms of each agreement pursuant to 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 is are no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described material defects in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive patents or patent applications included in the Intellectual Property; . The Company and its Subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the Company’s knowledge, there is no prior art material to any patent or patent application execution of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent nondisclosure and Trademark Officeconfidentiality agreements.

Title to Intellectual Property. Except The Company and its subsidiaries own or possess the right to use all inventions, patents, trademarks, service marks, trade names, domain names, copyrights, licenses, technology, know-how, trade secrets and other intellectual property and proprietary or confidential information, systems or procedures (including all goodwill associated with, and all registrations and applications for registration of, the foregoing) (collectively, “Intellectual Property”) necessary for or material to the conduct of their respective businesses 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, and, to the knowledge of the Company, the conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property of others in any material respect. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim (i) challenging the Company’s or any subsidiary of the Company’s rights in or to any of their owned or licensed Intellectual Property; (ii) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property of the Company or any of its subsidiaries, 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. All Intellectual Property owned by or exclusively licensed to the Company or its subsidiaries is valid and enforceable to the knowledge of the Company, all Intellectual Property owned by the Company or its subsidiaries 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 has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries. The Company and its subsidiaries ownhave 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 have (ii) has obtained a valid and enforceable licenses for, or other rights right to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “exploit such Intellectual Property”) described , sufficient for the conduct of its business as currently conducted and as proposed to be conducted, in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, owns or have obtained possesses valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, all patents, trademarks (both registered and unregistered)trademarks, service marks, trade names, domain names, copyrights, licenses and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names systems or procedures) and all other similar intellectual property rights, or proprietary rights (including all registrations and applications for registration thereof of, and all goodwill associated with, the foregoing) (collectively, the “Intellectual Property”) described ), and, in each case necessary for or material to, and 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, and, to the knowledge of the Company, the conduct of its business has not infringed, misappropriated or otherwise violated any Intellectual Property of any third party in any material respect, and, to the knowledge of the Company, the future conduct of its business as being 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, 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 rights in or to any of their owned or licensed by them (the “Company Intellectual Property”); to (ii) alleging that the Company has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the ownership, validity, scope or enforceability of any Intellectual Property of the Company’s knowledge , and except 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. Except as described 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 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 has infringed, misappropriated or otherwise violated any Intellectual Property is owned by or exclusively licensed to the Company. The Company has taken commercially reasonable actions necessary to maintain and protect all the Intellectual Property used in(including all registrations and applications for registration therefor) owned by the Company, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company has at all times taken all reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property owned or necessary forlicensed by the Company, the value of which to the Company is contingent upon maintaining the confidentiality thereof. All founders, current and former employees, contractors, consultants and other parties involved in the development of 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, the Company’s and of its subsidiaries’ respective businesses business as currently conducted or and as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officebe conducted.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, Subsidiaries own or have obtained valid and enforceable licenses for, or other rights possess the right to use on reasonable terms, the all inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, domain names, copyrights, trade secrets, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned are (i) necessary or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, material for the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or as currently proposed to be conducted and as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending Prospectus and (ii) necessary or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon material for the commercialization of any product or service the products described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there being under development. There is no pending or, to the Company’s knowledge, threatened (i) action, suit, proceeding proceeding, or claim by others challenging the Company’s ownership rights of the Company or rights any of its Subsidiaries in or to any Exclusive such Intellectual PropertyProperty that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts that it believes which would form a reasonable basis for any such claim; (ii) action, suit, proceeding, or claim by others that the Company or any of its Subsidiaries infringes, misappropriates, or otherwise violates any Intellectual Property of others that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; or (iii) action, suit, proceeding, or claim by others challenging the validity, scope, or enforceability of any such Intellectual Property owned or licensed by the Company or its Subsidiaries and the Company is unaware of any facts which would form a reasonable basis for any such claim. To the best of the Company’s knowledge, the operation of the business of the Company and its Subsidiaries as now conducted, and as described in the Prospectus, and in connection with the development and commercialization of the products described in the Prospectus does not infringe, misappropriate, conflict with or otherwise violate any claim of any patent or published patent application of any other person or entity. There is no prior art of which the Company or any of its Subsidiaries is aware that may render any patent owned or licensed by the Company or its Subsidiaries invalid or any patent application owned or licensed by the Company or its Subsidiaries unpatentable which has not been disclosed to the applicable government patent office. The Company’s granted or issued patents, registered trademarks and registered copyrights have been duly maintained and are in full force and effect, and none of the Exclusive Intellectual Property has patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part. The Company knows of no infringement, misappropriation or violation by others of any Intellectual Property owned or licensed by the Company or its Subsidiaries which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and there that are not described therein in all material respects. The Company and its Subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property of the Company and its Subsidiaries from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the technology or intellectual property used by the Company and its Subsidiaries in its business has been obtained or is no pending being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or its Subsidiaries, or, to the Company’s knowledge, threatened actionany of its officers, suit, proceeding directors or claim by others challenging employees or otherwise in violation of the validity, enforceability or scope rights of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held persons. No third party has been granted by the Company invalid or any U.S. patent application held its Subsidiaries rights to the Intellectual Property of the Company or its Subsidiaries (other than non-exclusive licenses granted in the ordinary course of business), and there are no such rights that, if exercised, could enable such party to develop products competitive to those of the Company as described in the Registration Statement and the Prospectus. All Intellectual Property owned or exclusively licensed by the Company unpatentable or its Subsidiaries are free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has not been disclosed it entered into or is it a party to the U.S. Patent and Trademark Officeany agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Each of the Company and its subsidiaries own, or have obtained the Subsidiary: (i) owns or possesses valid and enforceable licenses for, or other adequate rights to use on reasonable terms, the inventions, any and all patents and patent applications; trademarks, patentsservice marks, trademarks (both registered domain names, social media accounts and unregistered)identifiers, trade names, brand names, trademark registrations, service xxxx registrations, and all goodwill arising from the foregoing; rights of publicity; copyrights, works of authorship, software, data, databases, systems, and technology; licenses, formulae, customer lists, know-how (including how, trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), softwaresystems or procedures; and all other intellectual, domain names and other intellectual industrial, or proprietary property rights, including registrations and applications for registration thereof or rights (collectively, the “Intellectual Property”) used in or necessary for the conduct of their respective businesses as presently conducted and as described as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus as being owned or licensed by them (collectively, the “Company Intellectual Property”), and none of the foregoing will be adversely affected by the consummation of the transactions contemplated by this Agreement; to the Company’s knowledge and (ii) except as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company exclusively own free and clear of all Liens all right, title, and interest in and to all Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration StatementProspectus as being owned by them or that is otherwise purported to be owned by them (collectively, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company “Owned Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company”). To the Company’s knowledge, there all material registrations and applications for Owned Intellectual Property are no third parties who subsisting, unexpired and have not been abandoned in any applicable jurisdiction, except for registrations and applications that the Company has decided to abandon or will otherwise let lapse in its business judgment. The Company and the Subsidiary have not received any notice of any claim of infringement, misappropriation or violation of the Intellectual Property rights of others that could, individually or in the aggregate, reasonably be able expected to establish rights have a Material Adverse Effect. The Company and Subsidiary have taken reasonable measures consistent with industry standards to protect the confidentiality of their material trade secrets and confidential or proprietary information (including the source code for all material proprietary software). No such material trade secrets or information (including source code) has ever been disclosed or released to any third party (except pursuant to reasonable confidentiality obligations) and, to the Company’s knowledge, no event has occurred, and no circumstances or conditions exist (including the execution of this Agreement or the consummation of the transactions contemplated hereby) that (with or without notice or lapse of time, or both) will, or could reasonably be expected to, result in the disclosure or release thereof to a third party. To the Company’s knowledge, all such trade secrets and information (including source code) which has not been patented is and has been kept confidential. Except as disclosed in the Registration Statement and the Prospectus, neither the Company Intellectual Property nor the Subsidiary has granted, licensed or assigned to any other person or entity any right to manufacture, have manufactured, assemble, offer to sell, or sell the current products and services of the Company and its Subsidiary or those products and services described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus as exclusively owned Prospectus. There is and has been no infringement, misappropriation, or exclusively licensed by the Company, except for licenses granted in writing other violation (i) by the Company or the Subsidiary (including by the operation of its subsidiaries to respective business or its products or services) of any third-Intellectual Property rights of any third party or (ii) by third parties (“Exclusive of any Owned Intellectual Property”); there , except, in each case, as would not reasonably be expected to have a Material Adverse Effect. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding proceeding, or claim by others either (x) challenging (A) the Company’s ownership or the Subsidiary’s rights in or to any Exclusive Company Intellectual Property or (B) the validity, enforceability, scope, ownership, or use of any Owned Intellectual Property, and or (y) alleging any infringement, misappropriation, or other violation by the Company is unaware or the Subsidiary of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive patent, trademark, copyright, trade secret or other Intellectual Property has been adjudged invalid or unenforceable right of any third party, in whole or the case of (y), that would result in part, and there is no pending or, to a Material Adverse Effect. None of the Company’s knowledgeor the Subsidiary’s material proprietary software contains, threatened actionincorporates, suitincludes or is linked to, proceeding derived from, embedded with or claim by others challenging the validitydistributed with any “copyleft” or similar software in any manner that would require that any source code for such material proprietary software to be disclosed, enforceability licensed, or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; distributed to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeothers.

Title to Intellectual Property. Except The Company and its subsidiaries own all rights, title and interest in, or possess valid and enforceable licensed rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark applications, 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) for the conduct of their respective businesses as currently conducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks Prospectus (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof “Disclosure Documents”) (collectively, the “Intellectual Property”) described in the Registration Statement), the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statementand, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, the conduct of their respective businesses as described in the Disclosure Documents does not and will not infringe, misappropriate or otherwise conflict 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. 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. 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 Disclosure Documents as owned by or licensed to the Company or its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company infringesor its subsidiaries infringe, misappropriates misappropriate, or otherwise violatesviolate, or would, upon the commercialization of any product or service described in the Registration StatementDisclosure Documents as under development, the Pricing Disclosure Package or the Prospectusinfringe, infringe misappropriate, or otherwise misappropriate or violate, any Intellectual Property intellectual property rights of others, except as would not, in each case (A) to (C), individually or in the aggregate, 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 is unaware 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 facts that it believes could form a the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable basis for any such claim; steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, none no employee of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever 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 agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of employment with the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property described have been complied with; and in the Registration Statementall foreign offices having similar requirements, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by all such requirements have been complied with. To the Company’s knowledge, except for licenses granted in writing none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries to has been obtained or is being used by the Company or its subsidiary in violation of any third-parties (“Exclusive Intellectual Property”); there is no pending orcontractual obligation binding on the Company or its subsidiaries or any of their respective officers, to directors or employees or otherwise in violation of the rights of any persons. To the Company’s knowledge, all licenses for the use of the Intellectual Property Rights described in the Disclosure Documents are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to of breach of any Exclusive Intellectual PropertyProperty license, and the Company is unaware has no knowledge of any facts that it believes would form a reasonable basis for breach or anticipated breach by any such claim; none of the Exclusive other person to any Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is license. The product candidates described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held Disclosure Documents as under development by the Company invalid or any U.S. its subsidiaries fall within the scope of the claims of one or more patents or patent application held by applications owned by, or exclusively licensed to, the Company unpatentable that has not been disclosed or its subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to the U.S. Patent and Trademark Officehave a Material Adverse Effect.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries own, own or have obtained license valid and enforceable licenses for, or other rights to use on reasonable terms, the all inventions, patent applicationsrights, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trade dress, domain names, copyrights, licenses, know-how (including how, trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names systems or procedures and other all similar intellectual property rights, and proprietary rights (including all registrations and applications for registration thereof of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge Company and except its subsidiaries, and all other Intellectual Property used in or reasonably necessary for the conduct of their business as currently conducted and as proposed to be conducted in the Registration Statement, Pricing Disclosure Package or the Prospectus. The conduct of the business of the Company and its subsidiaries does not, and the proposed conduct of such business as disclosed in the Registration Statement, Pricing Disclosure Package or the Prospectus will not, infringe, misappropriate or otherwise violate any Intellectual Property rights of any others, in each case. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any others (i) that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates the Intellectual Property of others, or (ii) challenging the Company’s validity, enforceability, scope or ownership of any Intellectual Property owned by or rights in or licensed to any Exclusive Intellectual Property, and the Company is unaware or any of any facts that it believes would form a reasonable basis for any such claim; none its subsidiaries or their rights therein. To the knowledge of the Exclusive Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property has been adjudged invalid owned by or unenforceable in whole exclusively licensed to the Company or in part, and there is no pending or, to any of its subsidiaries. To the Company’s knowledge, threatened action, suit, proceeding none of the Intellectual Property used by the Company or claim any of its subsidiaries in the conduct of its business has been obtained or is being used by others challenging the validity, enforceability Company or scope any of its subsidiaries in material violation of any Exclusive Intellectual Property, and contractual obligation binding on the Company or any of its subsidiaries. Except as set forth in the Registration Statement, Pricing Disclosure Package or the Prospectus, the Intellectual Property owned by the Company and its subsidiaries is unaware all solely owned by the Company or its subsidiaries free and clear of any facts that it believes would form a reasonable basis for any such claim; to liens or encumbrances. To the Company’s knowledge, there is no patent or trademark, issued patent, pending patent application (if issued), copyright, or trade secret that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 the Registration Statement, Pricing Disclosure Package or Prospectus as being owned by or licensed to the Company or any of its subsidiaries is invalid or unenforceable. Neither the Company nor any of its subsidiaries is subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property. The Company and 37 C.F.R. 41.100 its subsidiaries have taken all commercially reasonable steps, in accordance with normal industry practice, necessary to 41.208) maintain 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, except as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries is aware of any material disclosure of such Intellectual Property other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company and its subsidiaries, all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, key employees and any other employees involved in the development of Intellectual Property for the Company and its subsidiaries have signed confidentiality and invention assignment agreements or similar agreements for the transfer, assignment, and/or licensing of Intellectual Property with the issued Company and its subsidiaries pursuant to which the Company and its subsidiaries either (i) have obtained ownership of and are the exclusive owners of, or pending claims (ii) have obtained a valid and unrestricted right to exploit, sufficient for the conduct of any of the Exclusive their business, such Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusTime of Sale Information, the Company and its subsidiaries own, own or have obtained possess valid and enforceable licenses for, or other rights to use on reasonable termsall intellectual property rights throughout the world, the inventionsincluding all trademarks, patent applications, patents, trademarks (both registered and unregistered)service marks, trade names, copyrightsdomain names, and all goodwill associated with the foregoing, patents, ​ ​ patent rights, inventions, copyrights and copyrightable works, licenses, technology, know-how (including how, trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names secrets and other intellectual property rightsand proprietary or confidential information, systems or procedures (including all registrations and applications for registration thereof of the foregoing) (collectively, the “Intellectual Property”) described necessary for or material to the conduct of its business as currently conducted or as proposed in the Registration Statement, the Pricing Disclosure Package Prospectus, and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); Time of Sale Information to be conducted, and, to the knowledge of the Company’s , 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 and except of the Company, the future conduct of its business as described proposed in the Registration Statement, the Pricing Disclosure Package Prospectus, and the ProspectusTime 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, individually or in the aggregate, if determined adversely to the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses , considered as currently conducted or as proposed one entity, reasonably be expected to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledgehave a Material Adverse Effect, there is no pending or threatened action, suit, proceeding or claim by others any third party (i) challenging the Company or its subsidiaries’ rights in or to any of their owned or licensed Intellectual Property; (ii) alleging that the Company infringesor any of its subsidiaries has infringed, misappropriates misappropriated or otherwise violates, violated or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, conflicted with any Intellectual Property rights of othersany third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property of the Company or its subsidiaries, and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts that it believes could which would form a reasonable basis for any such action, suit, proceeding or 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 the Company or its subsidiaries is valid and enforceable, is owned solely by the Company or its subsidiaries, is owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or its subsidiaries. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, none there are no material defects in any of the technology employed patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken commercially reasonable actions necessary to maintain and protect all material registered Intellectual Property (including all applications therefor) owned by the Company has been obtained or is being used by its subsidiaries, 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 violation the aggregate have a Material Adverse Effect, all founders, current and former employees, contractors, consultants and other parties involved in the development of any contractual obligation binding on Intellectual Property for the Company or, upon or its subsidiaries have signed confidentiality and invention assignment agreements with the Company or its subsidiaries pursuant to which the Company or any of its officerssubsidiaries either (i) has obtained ownership of and is the exclusive owner of such Intellectual Property, directors or employees(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. To the Company’s knowledge, no ​ ​ employee of the Company or its subsidiaries is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever 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 agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by employment with the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending orsubsidiaries, except for such violations that would not reasonably be expected, individually or in the aggregate, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, have a Material Adverse Effect. The duty of candor and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (good faith as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held required by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. United States Patent and Trademark OfficeOffice during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with in all material respects.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to use on reasonable termsall technology (including but not limited to patented, the inventionspatentable and unpatented inventions and unpatentable proprietary or confidential information, patent applicationssystems or procedures), designs, processes, licenses, patents, trademarks (both registered and unregistered)trademarks, service marks, trade secrets, trade names, copyrightsknow how, know-how copyrights and other works of authorship, computer programs, technical data and information and all similar intellectual property or proprietary rights (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including all registrations and applications for registration thereof of, and all goodwill associated with, any of the foregoing, as applicable) (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned that are or licensed by them (the “Company Intellectual Property”); could reasonably be expected to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses 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 sold by any of the Company or its subsidiaries. The Intellectual Property of the Company and its subsidiaries has not been adjudged by a court or other administrative body of competent jurisdiction to be invalid or unenforceable in whole or in part. Except as described disclosed in the Registration Statement, the Pricing General Disclosure Package 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 to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company; (ii) to the Company’s knowledge, there is no pending infringement, misappropriation or threatened action, suit, proceeding or claim other violation by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization third parties of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Propertyowned by, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledgelicensed to, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties subsidiaries; (“Exclusive Intellectual Property”); iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or any of its subsidiaries’ rights in or to any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any facts that it believes would which could form a reasonable basis for any such action, suit, proceeding or claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company and its subsidiaries, and the Company is unaware of any facts that it believes would which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company, 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 that) the Company or its subsidiaries infringed, misappropriated or otherwise violated, any intellectual property rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with and there has been no material breach or default under the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiaries, and all such agreements are in full force and effect; and (vii) to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property owned by or licensed to the Company or its subsidiaries. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property; and , with respect to the Company’s knowledge, there is no prior art material to any patent use thereof or patent application in connection with the conduct of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid their respective businesses or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeotherwise.

Title to Intellectual Property. Except as described in (i) To the Registration Statement, the Pricing Disclosure Package and the ProspectusCompany’s knowledge, the Company and its subsidiaries own, Subsidiaries own or have obtained a valid and enforceable licenses for, or other rights license to use on reasonable terms, the inventions, patent applications, all patents, trademarks (both registered and unregistered), trade namesinventions, copyrights, know-know how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), softwaretrademarks, domain service marks and trade names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) (a) described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus Supplement as being owned by or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used inor its Subsidiaries, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (b) to the Company’s knowledge, there is no pending used in or threatened action, suit, proceeding or claim reasonably necessary to the conduct of their businesses; (ii) the Intellectual Property Rights owned by others that the Company infringesand its Subsidiaries and, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by Intellectual Property Rights licensed to the Company has been obtained and its Subsidiaries, are free and clear of all liens, security interests, or encumbrances, and no Action, suit, claim or other proceeding is being used by the Company in violation of any contractual obligation binding on the Company pending or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf knowledge of the Company. To , is threatened, challenging the Company’s rights in or to any such Intellectual Property Rights; (iii) to the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property the issued patents described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus Supplement as exclusively being owned by or exclusively licensed by the Company, except for licenses granted in writing by to the Company or and its subsidiaries to any third-parties (“Exclusive Intellectual Property”); Subsidiaries, are valid, subsisting and enforceable, and there is no material pending or, to the Company’s knowledge, threatened actionAction, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding Proceeding or claim by others challenging the validity, scope or enforceability or scope of any Exclusive such Intellectual Property, and Property Rights; (iv) neither the Company is unaware nor any of its subsidiaries has received any facts that it believes would form a reasonable basis for written notice alleging any such claimmaterial infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Company’s knowledge, there no third party is no patent infringing, misappropriating or patent application that contains claims that dominateotherwise violating, may dominate or interfere has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned or licensed by the Company; (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208vi) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all patents and patent applications owned by or licensed to the Company or under which the Company has rights have, to the knowledge of the Company, been duly and properly filed and maintained; to the knowledge of the Company, there is are no prior art material to defects in any patent of the patents or patent application of applications disclosed in the Exclusive Intellectual Property that Registration Statement and the Company believes may render any U.S. patent held Prospectus Supplement as being owned or licensed by the Company invalid and its Subsidiaries; (viii) the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application or could form the basis of a finding of invalidity or unenforceability with respect to any U.S. patent application held patents that have issued with respect to such applications; (ix) other than as disclosed in the Registration Statement and the Prospectus Supplement, neither the Company nor its Subsidiaries is obligated to pay a royalty, grant a license or option, or provide other consideration to any third party in connection with the Intellectual Property Rights owned or licensed by the Company unpatentable that has not and its Subsidiaries, and the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property Rights have been disclosed licensed to the U.S. Patent Company or any Subsidiary, and Trademark Officeall such agreements are in full force and effect, except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect; (x) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary of the Company have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (xi) to the Company’s knowledge, the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Title to Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, each of the Company and its subsidiaries ownowns, is licensed or have obtained valid and enforceable licenses for, or other otherwise has adequate rights to use on reasonable termsCompany technology (including, the inventionswithout limitation, patent applicationspatented, patentspatentable and unpatented inventions and unpatentable proprietary or confidential information, trademarks (both registered and unregisteredsystems or procedures), trade namesdesigns, copyrightsprocesses, know-how (including trademarks, trade secrets, know how, copyrights and other unpatented and/or unpatentable proprietary information)works of authorship, software, domain names computer programs and other intellectual property rights, including registrations technical data and applications for registration thereof information (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); that are material to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses business as 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 any of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has received any threat of or notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, (i) there are no third parties who have or or, to the knowledge of the Company, will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company; (ii) to the knowledge of the Company, there is no infringement by third parties of any third-parties Intellectual Property owned by, or licensed to, the Company or its subsidiaries; (“Exclusive Intellectual Property”); iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any facts that it believes would which could form a reasonable basis for any such action, suit, proceeding or claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual PropertyProperty owned by the Company and its subsidiaries, and the Company is unaware of any facts that it believes would which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that (nor has the Company received any claim from a third party that) the Company or its subsidiaries infringe or otherwise violate any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and the Company and its subsidiaries are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company and its subsidiaries, and all such agreements are in full force and effect; (vii) there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual PropertyProperty 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 to the Company’s knowledge, (viii) there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held application within the Intellectual Property owned by the Company invalid or any U.S. patent application held by the Company 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. Except as described in the Registration Statement, the Pricing Disclosure Package The Company and the Prospectus, the Company and its subsidiaries own, Group Entities own or have obtained valid and enforceable licenses for, or other possess adequate rights to use on reasonable terms, the inventionsall material patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, inventions, technology, know-how and other intellectual property (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof systems or procedures) (collectively, the “Intellectual Property”) described in the Registration Statement), the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, for the conduct of, the Company’s and its subsidiaries’ of their respective businesses as currently conducted or and as proposed to be conducted and as described in the Registration Statementconducted, the Pricing Disclosure Package and the Prospectusconduct of their respective businesses will not conflict in any material respect with any such rights of others; and (i) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (ii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or the Group Entities in or to any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the rights in such Intellectual Property; (iii) none of the Intellectual Property (excluding any shrink wrap licenses relating to consumer software) licensed to the Company and the Group Entities has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge to the validity or scope of such Intellectual Property; (iv) to the knowledge of the Company, there is no pending or threatened action, suit, proceeding or claim by others that the Company or any of the Group Entities infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, violates any Intellectual Property or other proprietary rights of others, neither the Company nor any Group Entity has received any written notice of such claim and the Company is unaware of any facts that which it believes could would form a reasonable basis for any a successful claim of such claiminfringement, misappropriation or violation; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and (v) the Company is not aware unaware of any facts that 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 breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by employment with the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending orthe Group Entities, to or actions undertaken by the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and employee while employed with the Company is unaware of any facts that it believes would form a reasonable basis for any such claimor the Group Entities; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and (vi) the Company is unaware of does not possess any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent patents or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeapplications.

Title to Intellectual Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for or other otherwise have adequate rights to use on reasonable termstechnology (including but not limited to patented, the inventionspatentable - 14 - and unpatented inventions and unpatentable proprietary or confidential information, systems or procedures), designs, processes, licenses, patents, patent applications, patentstrademarks, trademarks (both registered service marks, trade and unregistered)service mark registrations, trade secrets, trade names, copyrightsknow how, know-how (including trade secrets, copyrights and other unpatented and/or unpatentable proprietary information)works of authorship, softwarecomputer programs, domain names technical data and information and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned that are or licensed by them (the “Company Intellectual Property”); would reasonably be expected to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses be material to their business as currently conducted or as currently proposed to be conducted and as (including upon the commercialization of products or services described in the Registration StatementStatement or the Prospectus as under development) or to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Pricing Disclosure Package Company or its subsidiaries. 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 disclosed in the Registration Statement and the Prospectus; , (i) to the knowledge of the Company, there are no third parties who have or, or who will be able to establish rights to any Intellectual Property owned by, or licensed to, the Company or its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the Company’s knowledge; (ii) to the knowledge of the Company, there is no infringement by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiaries; (iii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Intellectual Property owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by, or licensed to, the Company and its subsidiaries, and the Company is unaware of any facts which 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, threatened action, suit, proceeding or claim by others that (nor has the Company infringes, misappropriates received any claim from a third party that) the Company or its subsidiaries infringe or otherwise violatesviolate, or would, upon the commercialization of any product or service as described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of othersanother, and the Company is and its subsidiaries are unaware of any facts that it believes which could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) to the Company’s knowledge, none knowledge of the technology employed by the Company has been obtained or is being used by the Company in violation Company, no employee of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-non- solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of employment with the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by ; (vii) the Company or and its subsidiaries have complied with the terms of each agreement pursuant to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive which Intellectual Property has been adjudged invalid or unenforceable in whole or in partlicensed to the Company and its subsidiaries, and there is no pending or, all such agreements are in full force and effect; (viii) to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope knowledge of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Exclusive Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by within the Company Intellectual Property invalid or that may render any U.S. patent application held by within the Company Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.; and (ix) to the knowledge of the Company, there are no material defects in any of the patents or patent applications within the Intellectual Property. 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

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (i) The Company and its subsidiaries own, Subsidiaries own or have obtained valid and enforceable licenses for, or other rights a license to use on reasonable terms, the inventions, patent applications, all patents, trademarks (both registered and unregistered), trade namesinventions, copyrights, know-know how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), softwaretrademarks, domain service marks and trade names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) described used in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); reasonably necessary to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectusof their businesses; (ii) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed Rights owned by the Company has been obtained or is being used by and its Subsidiaries and the Intellectual Property Rights licensed to the Company in violation of any contractual obligation binding on the Company orand its Subsidiaries, upon any of its officersare valid, directors or employees, subsisting and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in partenforceable, and there is no pending or, to the Company’s knowledgeknowledge of the Company or any of its Subsidiaries, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability or scope of any Exclusive such Intellectual Property, and Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; (iv) to the Company’s knowledge, no third party is unaware infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company; (v) to the Company’s knowledge, the Company’s or any of its Subsidiaries’ products do not infringe or have not infringed any facts that it believes would form Intellectual Property Rights of a reasonable basis for any such claimthird party; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with neither the issued or pending claims of Company nor any of its Subsidiaries misappropriates or otherwise violates, or has misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vi) all employees or contractors engaged in the Exclusive development of Intellectual Property; Property Rights on behalf of the Company or its Subsidiaries have executed or have an obligation to execute an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable subsidiary, and to the Company’s knowledge, there is knowledge no prior art material to any patent such agreement has been breached or patent application of the Exclusive Intellectual Property that violated; and (vii) the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed and its Subsidiaries use, and have used, commercially reasonable efforts to the U.S. Patent and Trademark Officeappropriately maintain all information intended to be maintained as a trade secret.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries own, or have obtained valid valid, binding and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patents and patent applications, patentscopyrights, trademarks (both registered and unregistered)trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, service names and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), softwaresystems or procedures) used in the conduct of, domain names and other intellectual property rights, including registrations and applications or necessary for registration thereof (collectivelythe proposed conduct of, the “Intellectual Property”) respective businesses of the Company and its subsidiaries in the manner described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus as being owned or licensed by them (collectively, the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, to the knowledge of the Company, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting, and there is all the Intellectual Property used inno pending or, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Company Intellectual Property, in each case which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company; other than as disclosed in the Registration Statement and the Prospectus, (i) there is no pending or threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, infringe or otherwise misappropriate or violate, violate any Intellectual Property rights of others, and the Company is unaware others with respect to any of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledgeor any of its subsidiaries’ products, proposed products, processes and neither the Company nor any of its subsidiaries have received any notice of any such claim of infringement, misappropriation or violation; (ii) to the knowledge of the Company, neither the sale nor use of any of products, proposed products or processes of the Company or its subsidiaries referred to in the Registration Statement or the Prospectus do or will, infringe, interfere or conflict with any right or valid patent claim of any third party in any material respect; (iii) to the knowledge of the Company, no third party has any ownership right in or to any Company Intellectual Property that is owned by the Company or any of its subsidiaries, and, to the knowledge of the Company, no third party has any ownership right in or to any Company Intellectual Property in any field of use that is exclusively licensed to the Company or any of its subsidiaries, other than any licensor to the Company or any of its subsidiaries of such Company Intellectual Property and (iv) to the knowledge of the Company, none of the technology employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or, or any of its subsidiaries or upon any of its their respective officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company a former employer any intellectual property, obligation to assign any Company Intellectual Property, or obligation not to use third party Intellectual Property intellectual property or other proprietary rights on behalf of the CompanyCompany or any of its subsidiaries. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company Intellectual Property Except as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus as exclusively Prospectus, all patents and patent applications owned or exclusively licensed by by, and, to the knowledge of the Company, except for licenses granted in writing by all patent and patent applications licensed to the Company or any of its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and under which the Company is unaware or any of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has its subsidiaries have rights have been adjudged invalid or unenforceable in whole or in part, duly and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, properly filed and the Company is unaware of any facts that it believes would form a reasonable basis for any such claimmaintained; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any knowledge of the Exclusive Intellectual Property; Company, the parties prosecuting such applications have complied with their duty of candor and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed disclosure to the U.S. Patent and Trademark OfficeOffice (the “USPTO”) in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application or could form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.

Title to Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and Prospectus or as would not reasonably be expected, individually or in the Prospectusaggregate, to have a Material Adverse Effect: (i) the Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, or other possess adequate rights to use on reasonable terms, the inventionsall patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses and know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information), software, domain names systems or procedures) and other intellectual property and similar proprietary rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and to the knowledge of the Company, the conduct of their respective businesses does not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others; and (ii) the Company and its subsidiaries have not received any written notice of any claim of infringement or misappropriation of, or conflict with, any Intellectual Property of any third party or any written notice challenging the validity, scope, or enforceability of the Intellectual Property owned or used by the Company or any of its subsidiaries or the Company’s or any of its subsidiaries’ rights therein. To the knowledge of the Company, there are no outstanding options, licenses or binding agreements of any kind relating to the Intellectual Property owned or used by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or necessary for, the conduct of, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of othersProspectus that are not so described, and the Company and its subsidiaries are in compliance in all material respects with each such agreement. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries in any respect that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is unaware subject to any judgment, order, writ, injunction or decree of any facts court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has the Company or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, that it believes could form a reasonable basis for restricts or impairs its use of any Intellectual Property, other than any such claim; and restrictions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company’s knowledge, none of the technology employed it and its subsidiaries have taken commercially reasonable actions necessary to maintain and protect all material registered Intellectual Property owned by the Company has been obtained or is being used its subsidiaries, including the payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any information required by a governmental authority in connection with such maintenance. All Intellectual Property owned by the Company in violation of any contractual obligation binding on or its subsidiaries is owned solely by the Company oror its subsidiaries and is owned free and clear of all liens, upon any of its officersencumbrances, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property defects or other proprietary rights on behalf of restrictions, except those liens, encumbrances, defects and other restrictions that would not reasonably be expected, individually or in the Companyaggregate, to have a Material Adverse Effect. To the Company’s knowledge, there are no third parties who have or will be able to establish rights to any Company the registrations of Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned by or exclusively licensed by the Company, except for licenses granted in writing by to the Company or its subsidiaries to any third-parties (“Exclusive Intellectual Property”); there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Propertyare valid and enforceable, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts that it believes would form a reasonable basis for any such claim; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate or would reasonably be expected to be found by a governmental authority to 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 patent or patent application owned by or exclusively licensed to the Company, except where such invalidity or unenforceability would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material trade secrets and confidential business information owned, used or held for use by the Company or any of its subsidiaries, and, to the knowledge of the Exclusive Intellectual Property; Company, no such trade secrets or confidential business information have been disclosed other than to employees, representatives and to agents of the Company or any of its subsidiaries, or parties who are bound by written confidentiality agreements. To the Company’s knowledge, there is all current and former founders, key employees and other employees, in each case who are or were involved in the development of material Intellectual Property for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company assigning such employees’ rights, title and interest in such material Intellectual Property to the Company or its subsidiary. To the Company’s knowledge, no prior art material independent contractor contributing to any patent or patent application of the Exclusive material Intellectual Property that the Company believes may render any U.S. patent held developed for and intended to be owned by the Company invalid or any U.S. patent application held by its subsidiaries has failed to assign such independent contractor’s rights, title and interest in such material Intellectual Property to the Company unpatentable that has not been disclosed or its subsidiaries, or, in the alternative, grant to the U.S. Patent Company a license thereunder as necessary for the conduct of the Company’s and Trademark Officeits subsidiaries’ business.