Common use of Valid and Enforceable Clause in Contracts

Valid and Enforceable. All Company IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable steps to police the use of its trademarks by third parties; (ii) Part 2.10(h)(ii) of the Disclosure Schedule identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of Closing Date in order to maintain such item of Company IP in full force and effect; (iii) With respect to each item of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No interference, opposition, reissue, reexamination or other Legal Proceeding is or has been pending or, to the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company IP is being, has been, or could reasonably be expected to be contested or challenged. (v) To the Company’s Knowledge, there is no basis for a claim that any Company IP is invalid or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid or unenforceable, or would materially and adversely affect any pending application for any such Registered IP; and (vii) The Company is not subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company IP or other Intellectual Property Rights.

Valid and Enforceable. All Company Acquired Entity Owned IP that is Registered IP is subsisting, enforceable and, to the Knowledge of the Company, valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledgeno trademark, no trademark or service xxxx, trade name or Domain Name owned, used or applied for by the Company any Acquired Entity conflicts or interferes with with, or is confusingly similar to, any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable steps to police the use of its trademarks by third parties; (ii) Part 2.10(h)(ii2.10(i)(ii) of the Disclosure Schedule completely and accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of Closing Date this Agreement in order to maintain such each item of Company Acquired Entity Owned IP that is Registered IP in full force and effect; (iii) With no interference, opposition, cancellation, reissue, reexamination, investigation or other Legal Proceeding is or has been pending or threatened, in which the scope, validity or enforceability of any Acquired Entity Owned IP is being or has been contested or challenged and, to the Knowledge of the Company, there is no basis for a claim that any Acquired Entity Owned IP is invalid or unenforceable; (iv) with respect to each item of Acquired Entity Owned IP that is Registered IP in which the Company has or purports to have an ownership interest of any natureIP: (1A) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date fees, and all taxes, have been paid, paid and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies Body for purposes the purpose of maintaining such Registered Acquired Entity Owned IP, ; and (2B) each Acquired Entity is currently in compliance with all formal legal requirements Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No interference, opposition, reissue, reexamination or other Legal Proceeding is or has been pending or, to the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company IP is being, has been, or could reasonably be expected to be contested or challenged. (v) To other than applications or registrations for Registered IP which were intentionally abandoned, cancelled or allowed to lapse in the Company’s Knowledgereasonable business judgment of an Acquired Entity, there is no basis for a claim that act has been done or omitted to be done by any Company Acquired Entity, which has or had the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Entity Owned IP is invalid or unenforceableof giving any Person any rights with respect thereto; (vi) To the Company’s Knowledge, there is are no information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid or unenforceable, or would materially and adversely affect any pending application for any such Acquired Entity Owned IP that is Registered IP; and (vii) The Company no Acquired Entity is not subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company Acquired Entity Owned IP or other Intellectual Property Rights.

Valid and Enforceable. All Acquired Company IP that is Registered IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledgeno Trademark or Domain Name owned, no trademark or trade name purported to be owned, used or for which registration has been applied for by the any Acquired Company infringes upon, conflicts with, or interferes with any trademark Trademark or trade name Domain Name owned, used or for which registration has been applied for by any other Person, and the each Acquired Company has taken reasonable steps to police the use of its trademarks by third partiesTrademarks and Domain Names; (ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 2.10(h)(ii2.11(h)(iii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of Closing Date January 31, 2022 in order to maintain such item of Company IP in full force and effect; (iii) With respect to effect each item of Registered Acquired Company IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such is Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No no interference, opposition, cancellation, reissue, reexamination reexamination, review or other Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered IP is being, has been, or could would reasonably be expected to be contested or challenged. (v) To , and, to the Knowledge of the Company’s Knowledge, there is are no specific facts that would form a reasonable basis for a claim that any Acquired Company IP is invalid or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid or unenforceable, or would materially and adversely affect any pending application for any such Registered IP; and (viiv) The no act has been done or omitted to be done by any Acquired Company, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company is not subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company IP or other Intellectual Property RightsIP.

Valid and Enforceable. All Acquired Company IP owned or exclusively licensed by Company is valid, subsisting and enforceable. Without limiting the generality of the foregoing: : (i) To Except as would not be, individually or in the Company’s Knowledgeaggregate, material to the Acquired Companies (taken as a whole), no trademark or trade name Acquired Company IP owned, purported to be owned, used or for which registration has been applied for by the any Acquired Company conflicts or interferes with any trademark Intellectual Property or trade name Intellectual Property Right owned, used or for which registration has been applied for by any other Person, and the each Acquired Company has taken reasonable steps to police the use of its trademarks by such Acquired Company IP and to protect such Acquired Company IP against third parties; party infringement, violation, misappropriation or dilution, as applicable; (ii) Part 2.10(h)(ii) of the Disclosure Schedule identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of Closing Date in order to maintain such item of Company IP in full force and effect; (iii) With respect to each item of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No interference, opposition, cancellation, reissue, reexamination reexamination, review or other Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP is being, has been, been or could would reasonably be expected to be contested or challenged, and to the Knowledge of the Company, there are no specific facts that would form a reasonable basis for any such claim or Legal Proceeding; and (iii) no act has been done or omitted by any Acquired Company, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company IP or give any Person any rights with respect thereto. (i) Effects of This Transaction. Except as specified under Section 3.11(i) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement or any other Company Transaction Document nor the consummation of any of the Contemplated Transactions will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, alteration to, impairment in or Lien on, any Acquired Company IP; (ii) a breach of or default under any Acquired Company IP Contract; (iii) the release, disclosure or delivery of any Acquired Company IP or Company Product by or to any escrow agent or other Person; (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Acquired Company IP or any Intellectual Property or Intellectual Property Right owned by Purchaser; or (v) To by the terms of any Company Contract, a reduction of any royalties, revenue sharing or other payments any of the Acquired Companies would otherwise be entitled to with respect to any Acquired Company IP. (j) No Infringement of Third-Party IP Rights. No Acquired Company has ever infringed, misappropriated or otherwise violated or made unlawful use (directly, contributorily, by inducement or otherwise) of any Intellectual Property or Intellectual Property Right of any other Person. Except as specified under Section 3.11(j) of the Disclosure Schedule, and without limiting the generality of the foregoing: (i) Neither the operation of the business of the Acquired Companies (including the development, marketing, sale, distribution, and use of the Company Products and Acquired Company Software), nor the use of the Acquired Company IP, has ever infringed, violated, misappropriated or made unlawful use of any Intellectual Property Right of any other Person; (ii) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Company’s Knowledge, threatened against any Acquired Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any Acquired Company with respect to such claim or Legal Proceeding, and, to the Knowledge of the Company, there is are no basis for a claim that any Company IP is invalid or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render likely to give rise to any of the foregoing; and (iii) no Acquired Company IP has ever received any notice or other communication (in writing or otherwise): (A) relating to any actual, alleged or suspected infringement, misappropriation, violation or unlawful use of any Intellectual Property or Intellectual Property Right of another Person; (B) challenging the right of any Acquired Company to use any Intellectual Property or Intellectual Property Right that is Registered IP invalid owned by any other Person; or unenforceable(C) challenging the ownership rights of any Acquired Company in any Intellectual Property or Intellectual Property Rights or asserting any opposition, invalidity, termination, abandonment or unenforceability of any Acquired Company IP. (k) No Harmful Code. None of the Software owned, developed (or currently being developed), used, marketed, distributed, licensed, sold or otherwise made available at any time by any Acquired Company (collectively, “Acquired Company Software”) contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or would materially and adversely affect capable of performing, any pending application for any such Registered IP; and (vii) The Company is not subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company IP or other Intellectual Property Rights.the

Valid and Enforceable. All Company IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable steps to police the use of its trademarks by third parties; (ii) Part 2.10(h)(iiSection 3.6.5(i) of the Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days [*] after the date of Closing Date this Agreement in order to maintain such item of Company IP in full force and effecteffect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement); (iiiii) With respect to each item Section 3.6.5(ii) of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance Disclosure Schedule accurately identifies and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No describes every interference, opposition, reissue, reexamination or other Legal Proceeding legal proceeding that is or has been pending or, to the Company’s 's Knowledge, threatened, in which the scope, validity or enforceability of any Company IP is being, or has been, or could would reasonably be expected to be contested or challenged. (v) To the Company’s Knowledge, there is no basis for a claim that any Company IP is invalid or unenforceable; (viiii) To all necessary registration, maintenance and renewal fees in respect of the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid have been paid and all necessary documents and certificates have been filed with the relevant Governmental Authority for the purpose of maintaining such Company IP; (iv) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (A) rendering any Patent included in the Company IP unenforceable; (B) impairing or dedicating to the public, or would materially entitling any Person to cancel, forfeit, modify or consider abandoned, any Company IP; or (C) in the case of any claim(s) of pending Patent applications included in the Company IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and adversely affect any pending is diligently preparing to file Patent applications for all inventions owned by the Company and included within the Company IP and that the Company has deemed in its reasonable business judgment to be best protected through application for a Patent, in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application; (vi) all prior art material to the patentability of the claims in any issued Patent or Patent applications of the Company of which the Company has Knowledge is cited in the respective issued Patents, applications or associated file histories thereof, and there is no other material prior art with respect to such Registered IPPatents of which the Company has Knowledge; and (vii) The the Company is not subject to any orderhas complied with all Laws regarding the duty of disclosure, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs candor and good faith in connection with each Patent and Patent application filed by the use, transfer or licensing of any Company IP or other Intellectual Property RightsCompany.

Valid and Enforceable. All Company IP owned or which the Company believes or has indicated to Parent is owned by the Company is valid, subsisting and enforceable, and to the Knowledge of the Company, all other Company IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable steps to police the use of its trademarks by third partiestrademarks; (ii) Part 2.10(h)(ii2.10(g)(ii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of Closing Date this Agreement in order to maintain such item of Company IP in full force and effecteffect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement); (iii) With respect to each item Part 2.10(g)(iii) of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance Disclosure Schedule accurately identifies and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No describes every interference, opposition, reissue, reexamination or other Legal Proceeding that is or has been pending or, to the Knowledge of the Company’s Knowledge, overtly threatened, in which the scope, validity or enforceability of any Company IP is being, or has been, or could would reasonably be expected to be contested or challenged. (v) . To the Knowledge of the Company’s Knowledge, there is no legally supportable basis for a claim that any Company IP is invalid or unenforceable, or, in the case of any claim(s) of Patent applications included in the Company IP, unpatentable; (iv) all necessary registration, maintenance and renewal fees in respect of the Company IP owned by the Company that is Registered IP have been paid and all necessary Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining the Company IP; (v) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (A) rendering any Patent included in the Company IP unenforceable; (B) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company IP; or (C) in the case of any claim(s) of pending Patent applications included in the Company IP, rendering such claim(s) unpatentable; and (vi) To the Company’s KnowledgeCompany has diligently prepared and is diligently preparing to file Patent applications for all inventions owned by the Company and included within the Company IP that relates to a Company Pharmaceutical Product and that the Company has deemed in its reasonable business judgment to be best protected through application for a Patent, in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application. All prior art material to the patentability of the claims in any issued Patent or Patent applications of the Company of which the Company has Knowledge is cited in the respective issued Patents, applications or associated file histories thereof, and there is no information, materials, facts or circumstances that would render any other material prior art with respect to such Patents of which the Company IP that is Registered IP invalid or unenforceable, or would materially and adversely affect any pending application for any such Registered IP; and (vii) has Knowledge. The Company is not subject to any orderhas complied with all Legal Requirements regarding the duty of disclosure, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs candor and good faith in connection with each Patent and Patent application filed by the use, transfer or licensing of any Company IP or other Intellectual Property RightsCompany.

Valid and Enforceable. All To the Knowledge of the Company, all Acquired Company IP that is Registered IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark Trademark or trade name Domain Name owned, used purported to be owned, or for which registration has been applied for by the any Acquired Company conflicts or interferes with any trademark Trademark or trade name owned, used Domain Name owned or for which registration has been applied for by any other Person, and the each Acquired Company has taken reasonable steps to police the use of its trademarks by third partiesTrademarks and Domain Names; (ii) all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP that is Registered IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 2.10(h)(ii3.11(h)(iii) of the Disclosure Schedule accurately identifies and describes each action, filing, filing and payment that must be taken or made on or before the date that is 120 days after the date of Closing Date in order to maintain such item of Company IP in full force and effect; (iii) With respect to effect each item of Registered Acquired Company IP in which the Company has owned or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required purported to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such owned by any Acquired Company that is Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No no interference, opposition, cancellation, reissue, reexamination reexamination, review or other Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Company IP is being, has been, or could reasonably be expected to be contested or challenged. (v) To the Company’s Knowledge, there is no basis for a claim that any Company IP is invalid or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Acquired Company IP that is Registered IP invalid is being or unenforceable, or would materially and adversely affect any pending application for any such Registered IPhas been challenged; and (viiv) The Company is not subject no act has been done or omitted to be done by any orderAcquired Company, writwhich act or omission has or had the effect of impairing or dedicating to the public, injunctionor entitling any Person to cancel, judgment forfeit, modify or decree of consider abandoned any Governmental Body that restricts or impairs the use, transfer or licensing of any Acquired Company IP or other Intellectual Property Rightsgive any Person any rights with respect thereto.

Valid and Enforceable. All Company IP is valid, subsisting and and, to the fullest extent provided by law, enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable steps to police the use of its trademarks by third partiestrademarks; (ii) Part 2.10(h)(iino event or circumstance (including a failure to exercise adequate quality controls and an assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in, or would reasonably be expected to result in, the abandonment of any trademark registered on behalf of, used as a trademark for any product or service of the Company or applied for by the Company; (iii) each item of Company IP that is Registered IP is and at all times has been in compliance with all Legal Requirements and all filings, payments, and other actions required to be made or taken to maintain such item of Company IP in full force and effect have been made by the applicable deadline; (iv) except as set forth in Section 2.14(i)(iv) of the Disclosure Schedule, no application for a patent or a copyright, mask work, or trademark registration or any other type of Registered IP filed by or on behalf of the Company has been abandoned, allowed to lapse, or rejected (with all right of appeal exhausted); (v) the Company is not delinquent in paying any maintenance fees, annuities or other fees, nor is it delinquent in executing and filing any documents, required to prosecute, issue and maintain each item of Company IP that is Registered IP in force in each country where it is pending, issued or granted. Section2.14(i)(v) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before December 31, 2014 with respect to the date prosecution, issuance or maintenance of all items of Company IP that is 120 days after the date of Closing Date Registered IP in order to maintain such item items of Company IP in full force and effect;; and (iiivi) With respect to each item of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No no interference, opposition, reissue, reexamination of any Company IP that is Registered IP, or any other Legal Proceeding involving any Company IP is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any such Company IP is being, has been, or could would reasonably be expected to be contested or challenged. (v) . To the Knowledge of the Company’s Knowledge, there is no reasonable basis for a claim that any Company IP is invalid or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid or unenforceable, or would materially and adversely affect any pending application for any such Registered IP; and (vii) The Company is not subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company IP or other Intellectual Property Rights.

Valid and Enforceable. All Owned Company IP that is validRegistered IP is valid and subsisting and, subsisting and except with respect to pending applications for Owned Company IP, enforceable. Without limiting the generality of the foregoing:: 15 (i) To the Company’s Knowledge, no trademark Trademark owned or trade name owned, used or for which registration has been applied for by the an Acquired Company conflicts or interferes with any trademark or trade name Trademark owned, used or for which registration has been applied for by any other PersonPerson in the applicable jurisdiction, and the each Acquired Company has taken reasonable steps to police the use of its trademarks by third parties; Trademarks in the jurisdictions where such Acquired Company has registered, or is currently registering such Trademark; (ii) Part 2.10(h)(ii) of the Disclosure Schedule identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of Closing Date in order to maintain such item of Company IP in full force and effect; (iii) With respect to each item of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No no interference, opposition, cancellation, reissue, review, reexamination or other Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Owned Company IP is being, has been, or could would reasonably be expected to be contested or challenged. (v) To , and, to the Knowledge of the Company’s Knowledge, there is no basis for a claim that any Owned Company IP is invalid or unenforceable; ; (viiii) To all necessary registration, maintenance and renewal fees in respect of the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP owned by any Acquired Company that is Registered IP invalid or unenforceablehave been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company IP; and (iv) no act has been done, or omitted to be done, by any of the Acquired Companies, as a result of which (A) any Owned Company IP has been or would materially and adversely affect reasonably be expected to be, impaired in any pending application for material respect or placed in the public domain or (B) any such Registered IP; and (vii) The Company is not subject Person has been or would reasonably be expected to any orderbe entitled to cancel, writforfeit, injunctionmodify or consider abandoned, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company IP or other Intellectual Property RightsIP.

Valid and Enforceable. All Company IP which is Registered IP (“Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable steps to police the use of its trademarks by third parties; (ii) Part 2.10(h)(iiSection 4.14(e)(i) of the Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 one hundred twenty (120) days after the date of Closing Date this Agreement in order to maintain such item of Company Registered IP in full force and effecteffect (but excluding any such action, filing or payment the requirement for which first comes into being after the date of this Agreement and was unknown prior to the date of this Agreement); (iiiii) With respect to each item Section 4.14(e)(ii) of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance Disclosure Schedule accurately identifies and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No describes every interference, opposition, reissue, reexamination or other Legal Proceeding legal proceeding that is or has been pending or, to the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company Registered IP is being, or has been, or could would reasonably be expected to be contested or challenged.; (iii) except as set forth on Section 4.14(e)(iii) of the Company Disclosure Schedule, all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for the purpose of maintaining such Company Registered IP; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iv) no act has been done or omitted to be done by the Company, which has had or would be reasonably expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) To the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s Knowledge, there proprietary interests therein is no basis for a claim that any Company IP is invalid or unenforceablebest protected by Patent; (vi) To all prior art material to the Company’s Knowledgepatentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no information, materials, facts or circumstances that would render any other material prior art with respect to such Patents of which the Company IP that is Registered IP invalid or unenforceable, or would materially and adversely affect any pending application for any such Registered IPhas Knowledge; and (vii) The the Company is not subject to any orderhas complied in all material respects with all applicable Laws regarding the duty of disclosure, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs candor and good faith in connection with each Patent and Patent application filed by the use, transfer or licensing of any Company IP or other Intellectual Property RightsCompany.

Valid and Enforceable. All To the Knowledge of the Company, all Company IP is valid, subsisting and enforceableenforceable (except with respect to applications, which are valid and subsisting). Without To the Knowledge of the Company and without limiting the generality of the foregoingforgoing: (i) To the Company’s Knowledge, no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, Each U.S. patent application and the Company has taken reasonable steps to police the use of its trademarks by third parties; (ii) Part 2.10(h)(ii) of the Disclosure Schedule identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of Closing Date in order to maintain such item of Company IP in full force and effect; (iii) With respect to each item of Registered IP U.S. patent in which the Company has or purports to have an ownership interest was filed within one year of any nature: a printed publication, public use or offer for sale by the Company of each invention described in the U.S. patent application or U.S. patent; (1ii) all necessary registration, maintenance Each foreign patent application and renewal fees that are due prior foreign patent in which the Company has or purports to the Closing Date have been paid, and all necessary documents and certificates that are required an ownership interest was filed or claims priority to be a patent application filed prior to each invention described in the Closing Date have been filed foreign patent application or foreign patent being made available to the public by the Company; (iii) The Company has not engaged in patent or copyright misuse or infringement or any fraud or inequitable conduct in connection with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such any Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No interference, opposition, reissue, reexamination reexamination, or other Legal Proceeding legal proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity validity, or enforceability of any Company Registered IP is being, has been, or could reasonably be expected to be contested or challenged.; (v) To the Company’s Knowledge, Knowledge of the Company there is no reasonable basis for a claim that any Company Registered IP is invalid or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP that is All Registered IP invalid is (and following Closing will be) fully transferable, alienable and licensable by the Company (and/or Parent and/or Surviving Corporation, as applicable) without restriction and without payment of any kind to any third party; (vii) No Registered IP is subject to any proceeding or unenforceableoutstanding decree, order, judgment or settlement agreement, stipulation, or would materially and adversely Lien that restricts in any manner the use, transfer or licensing thereof by the Company or may affect any pending application for any the validity, use, or enforceability of such Registered IP; and (viiviii) The Company is not subject has the sole and exclusive right to any order, writ, injunction, judgment bring a claim or decree suit against a third party for infringement or misappropriation of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company IP or (other for than Intellectual Property Rightslicensed to the Company).

Valid and Enforceable. All Company Acquired Company-Owned IP that is Registered IP for which a registration has been issued or granted by the relevant Governmental Body is valid, subsisting and enforceable, and all Acquired Company-Owned IP that is Registered IP for which an application has been filed, but for which a registration has not been issued or granted by the relevant Governmental Body, is valid and subsisting. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark or trade name owned, used owned or applied for by the an Acquired Company and currently used in connection with any Acquired Company Product conflicts or interferes with with, or is confusingly similar to, any trademark or trade name owned, used or applied for by any other Person, and the each Acquired Company has taken reasonable steps to police the use of its trademarks by third partiestrademarks; (ii) Part 2.10(h)(ii) of the Disclosure Schedule identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of Closing Date in order to maintain such item of Company IP in full force and effect; (iii) With respect to each item of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No no interference, opposition, cancellation, reissue, reexamination or other Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company Acquired Company-Owned IP that is Registered IP is being, has been, or could would reasonably be expected to be contested or challenged. (v) To , and, to the Knowledge of the Company’s Knowledge, there is no basis for a claim that any Company IP is invalid or unenforceable; (vi) To the Acquired Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company -Owned IP that is Registered IP is invalid or, with respect to any Acquired Company-Owned IP that is Registered IP for which a registration has been issued or granted by the relevant Governmental Body, unenforceable; (iii) as of the date of this Agreement, or would materially all registration, maintenance and adversely affect any pending application renewal fees in respect of the Acquired Company-Owned IP that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Body for any the purpose of maintaining such Acquired Company-Owned IP that is Registered IP; and (viiiv) The Company no act has been done or omitted to be done by the Acquired Companies, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company-Owned IP that is not subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company Registered IP or other Intellectual Property Rightsof giving any Person any rights with respect thereto.

Valid and Enforceable. All Acquired Company IP is subsisting, enforceable and, to the Knowledge of the Company, valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark Trademark owned or trade name owned, used or for which registration has been applied for by an Acquired Company and, to the Company Knowledge of the Company, no other Trademark used by any Acquired Company, conflicts or interferes with any trademark Trademark owned or trade name owned, used or for which registration has been applied for by any other Person, and the each Acquired Company has taken reasonable steps to police the use of its trademarks by third partiesTrademarks it owns or to which it has an exclusive license; (ii) Part 2.10(h)(iiSection 2.13(e)(ii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that that, to the Knowledge of the Company, must be taken or made on or before the date that is 120 days after the date of Closing Date this Agreement in order to maintain such each item of Acquired Company IP that is Registered IP in full force and effect; (iii) With respect to each item of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No no interference, opposition, cancellation, reissue, review, reexamination or other Legal Proceeding Action is or has been pending or, to the Knowledge of Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Acquired Company IP is being, has been, or could would reasonably be expected to be contested or challenged. (v) To , and, to the Knowledge of the Company’s Knowledge, there is no basis for a claim that any Acquired Company IP is invalid or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid or unenforceable, or would materially and adversely affect any pending application for any such Registered IP; and (viiiv) The no act has been done or omitted to be done by any Acquired Company is not subject that has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any orderPerson to cancel, writforfeit or consider abandoned, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Acquired Company IP or other Intellectual Property RightsIP.

Valid and Enforceable. All Company IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark or trade name Trademark owned, used or applied for by the or on behalf of any Acquired Company conflicts or interferes with with, or is confusingly similar to, any trademark or trade name Trademark owned, used or applied for by any other Person, and the each Acquired Company has taken commercially reasonable steps to police the use of its trademarks by third partiesTrademarks; (ii) Part 2.10(h)(ii) of the Disclosure Schedule accurately identifies and describes each action, filing, filing and payment that must be taken or made on or before the date that is 120 180 days after the date of Closing Date this Agreement in order to maintain such an item of Company IP in full force and effect; (iii) With respect to each item of Registered IP in which the Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No no interference, opposition, cancellation, reissue, reexamination inter partes review, post grant review, re-examination or other Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company IP is being, has been, been or could would reasonably be expected to be contested or challenged. (v) To , and, to the Knowledge of the Company’s Knowledge, there is no valid basis for a claim that any Company IP is invalid or unenforceable; (viiv) To all necessary registration, maintenance and renewal fees in respect of the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP owned by any Acquired Company that is Registered IP invalid or unenforceable, or would materially have been paid and adversely affect any pending application all necessary documents and certificates have been filed with the relevant Governmental Body for any the purpose of maintaining such Registered Company IP; and (viiv) The Company is not subject no act has been done or omitted to be done by any orderAcquired Company, writwhich has had or would reasonably be expected to have the effect of materially and adversely impairing or dedicating to the public, injunctionor entitling any Person to cancel, judgment forfeit, modify or decree of any Governmental Body that restricts or impairs the useconsider abandoned, transfer or licensing of any Company IP or other Intellectual Property RightsIP.

Valid and Enforceable. All Acquired Company Registered IP is valid, subsisting and enforceableenforceable or, in the case of applications, applied for; provided that the foregoing representation is made to the Knowledge of the Company with respect to Patents. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, and the each Acquired Company has taken reasonable steps to police protect the use of its trademarks by Acquired Company Owned IP against third partiesparty infringement, violation, misappropriation or dilution, as applicable; (ii) each item of Acquired Company Registered IP is in compliance with all Legal Requirements, and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company Registered IP in full force and effect (or in the case of applications, to avoid abandonment of the application) have been made and taken by the applicable deadline; (iii) Part 2.10(h)(ii3.11(g)(iii) of the Disclosure Schedule accurately identifies and describes each action, filing, filing and payment that must be taken or made on or before the date that is 120 one hundred twenty (120) days after the date of Closing Date in order to maintain such item of Company IP in full force and effect; effect (iiior in the case of applications, to avoid abandonment of the application) With respect to each item of Registered IP in which the Acquired Company has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) No no interference, opposition, cancellation, reissue, reexamination reexamination, review or other Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP is being, has been, been or could would reasonably be expected to be contested or challenged., and there are no specific facts that would form a reasonable basis for any such claim or Legal Proceeding; and (v) To Except as set forth on Part 3.11(g)(v) of the Disclosure Schedule, no act has been done or omitted to be done by any Acquired Company’s Knowledge, there is no basis for a claim that any Company IP is invalid which has caused or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid or unenforceablepermitted, or would materially and adversely affect which will with the passage of time cause or permit, any pending application for any such Registered IP; and (vii) The Acquired Company is not subject Owned IP to any orderenter into the public domain, writor to be abandoned, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company IP or other Intellectual Property Rightslapsed.

Valid and Enforceable. All Company applications for Acquired Entity Registered IP are validly applied for and all other Acquired Entity Registered IP is valid, subsisting and enforceable, and to the Acquired Entity's knowledge with respect to all Acquired Entity Registered IP that are registered patents and trademarks, valid. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person, and the Company has taken reasonable steps to police the use of its trademarks by third parties; (ii) Part 2.10(h)(ii2.10(h)(i) of the Disclosure Schedule completely and accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of Closing Date this Agreement in order to maintain such an item of Company Acquired Entity Registered IP in full force and effect; (ii) no interference, opposition, cancellation, reissue, reexamination or other Legal Proceeding is or has been pending or threatened, in which the scope, validity or enforceability of any Acquired Entity Registered IP is being, has been, or would reasonably be expected to be contested or challenged, and to the Company’s Knowledge, there is no basis for a claim that any Acquired Entity IP is invalid or unenforceable; (iii) With with respect to each item of Acquired Entity Registered IP in which the Company has that is Registered IP, except where such Registered IP was intentionally abandoned or purports allowed to have lapse by an ownership interest Acquired Entity as part of any natureits reasonable business judgment: (1A) all necessary registration, maintenance and renewal fees that are due prior to the Closing Date have been paid, paid and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies Body for purposes the purpose of maintaining such Acquired Entity Registered IP, ; (2B) each Acquired Entity is currently in compliance with all formal legal requirements Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use), ; and (3C) such Registered IP is not subject to any unpaid maintenance fees or taxes; (iv) No interference, opposition, reissue, reexamination or other Legal Proceeding Acquired Entity is or has been pending or, to the Company’s Knowledge, threatened, in which the scope, validity or enforceability of any Company IP is being, has been, or could reasonably be expected to be contested or challenged. (v) To the Company’s Knowledge, there is no basis for a claim that any Company IP is invalid or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid or unenforceable, or would materially and adversely affect any pending application for any such Registered IP; and (vii) The Company is not subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Company IP or other Intellectual Property RightsAcquired Entity IP.