Common use of Intellectual Property Rights Clause in Contracts

Intellectual Property Rights. The Company and its subsidiaries have obtained, valid and enforceable licenses for the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries have obtained, valid and enforceable licenses for the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, and other intellectual property described Except as disclosed in the Registration StatementStatement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus, Prospectus and the Prospectus as being licensed by them Prospectuses, the Company and that are the Material Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know- how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as currently now conducted except to the extent that the failure to own, possess, license or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have otherwise hold adequate rights to any Company use such Intellectual Property described would not, individually or in the Registration Statementaggregate, the Time of Sale Prospectus, and the Prospectus have a Material Adverse Effect. Except as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration StatementStatement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectus as licensed Prospectuses (a) there are no rights of third parties to any such Intellectual Property owned by the Company and the Material Subsidiaries; (b) to the Company or one or more of its subsidiaries; and (ii) Company’s knowledge, there is no infringement by third parties of any Company such Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There Property; (c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s and the Material Subsidiaries’ rights in or to any Company such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (d) 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; (iie) asserting there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates, and the Material Subsidiaries infringe or otherwise violatesviolate any patent, trademark, copyright, trade secret or wouldother proprietary rights of others; (f) to the Company’s knowledge, upon the commercialization of there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any product patent or service patent application described in the Registration StatementStatement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such actionProspectuses, suit, proceeding, as being owned by or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant licensed to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; and (iig) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries the Material Subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiarysuch Material Subsidiary, and all such agreements are in full force and effect. The product candidates described , except, in the Registration Statementcase of any of clauses (a)-(g) above, the Time of Sale Prospectus, and the Prospectus as under development for any such infringement by the Company third parties or any subsidiary fall within such pending or threatened suit, action, proceeding or claim as would not, individually or in the scope of the claims of one or more patents or patent applications exclusively licensed toaggregate, the Company or any subsidiaryresult in a Material Adverse Effect.

Intellectual Property Rights. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries have obtainedowns, or has obtained valid and enforceable licenses for for, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”), and that are (ii) the Company owns, or has obtained valid and enforceable licenses for, or can acquire on reasonable terms, the Intellectual Property necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, the “Company Necessary Intellectual Property”), except where the failure to own, failure to possess a license to, inability to acquire any such Necessary Intellectual Property would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (iA) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more and except as disclosed in the Registration Statement, the Time of its subsidiariesSale Prospectus and the Prospectus; and (iiB) there is no infringement by third parties of any Company Intellectual Property described that would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceableas would not, in whole individually or in part. There the aggregate, reasonably be expected to result in a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i1) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (2) challenging the validity, enforceability or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization scope of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of anothergranted and issued government-registered Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceedingproceeding or claim that, if asserted on the date hereof, would reasonably be expected to succeed; or (3) asserting that the Company infringes or otherwise violates, or claim. To would, upon conducting its business as currently conducted or as currently proposed to be conducted as described in the Company’s knowledgeRegistration Statement, (i) no employee the Time of Sale Prospectus or the Prospectus, infringe or violate, any valid, unexpired and issued government-registered patent, trademark, trade name, service name or copyright of others, and the Company is in or has been in violation currently unaware of any term of facts which would form a reasonable basis for any employment contractsuch action, patent disclosure agreementsuit, invention assignment agreementproceeding or claim that, non-competition agreementif asserted on the date hereof, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant would reasonably be expected to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied withsucceed. The Company and its subsidiaries have has complied or will comply in due time with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany, except where failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as currently under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have obtainedowns, or has obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being owned or licensed by them and that it or which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To Except as otherwise disclosed in the Prospectus, to the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as exclusively licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Company Intellectual Property described Property. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have has complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. The Company and each of its subsidiaries have obtained, Subsidiaries owns or possesses or has valid and enforceable licenses for the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets, secrets and other intellectual property similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Time Pricing Disclosure Package and the Prospectus. To the knowledge of Sale the Company, except as described in the Registration Statement or the Prospectus, and no action or use by the Prospectus as being licensed by them and that are Company or any of its Subsidiaries necessary for the conduct of their respective businesses its business as currently conducted or carried on and as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as being exclusively licensed would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Company of the Intellectual Property described Rights owned by the Company; (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 in the Registration Statement, the Time of Sale Prospectusor to any such Intellectual Property Rights, and the Prospectus. 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 2.34, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property described in Rights owned by the Registration StatementCompany and, to the knowledge of the Company, the Time of Sale Prospectus, and Intellectual Property Rights licensed to the Prospectus has Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty 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 2.34, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property Rights or other proprietary right rights of anotherothers, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such actionclaim that would, suitindividually or in the aggregate, proceedingtogether with any other claims in this Section 2.34, or claim. To reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, (i) no employee of the Company is in or 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent employee while employed with the Company and Trademark Office during could reasonably be expected to result, individually or in the prosecution of aggregate, in a Material Adverse Change. To the United States patents Company’s knowledge, all material technical information developed by and patent applications belonging to the Company which has not been patented or included in a patent application filed by the Company Intellectual Property have has been complied with; and (iii) kept confidential, or disclosed in all foreign offices having similar requirements, all such requirements have been complied withthe ordinary course of business subject to a confidentiality agreement. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights of any other person or entity that are required to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described be set forth in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as under development and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”)) except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, the The conduct of its and its subsidiaries their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property right such rights of anotherothers except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s 's knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Statement or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, 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 to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the . The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The None of the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company owned Intellectual Property has been licensed to or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, and all directors or employees or otherwise in violation of the rights of any persons except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such agreements are Intellectual Property would not, individually or in full force and effectthe aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company (i) MTI owns, or is licensed or otherwise possesses legally enforceable and its subsidiaries have obtainedsufficient rights to use the Intellectual Property Rights. Schedule 3.1(r)(i) lists all current and past (lapsed, valid and enforceable licenses for the inventionsexpired, patent applications, abandoned or cancelled) patents, trademarks, trade names, service names, registered and material unregistered copyrights, trade secretsmarks, service marks, trade names and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being licensed by them and any applications therefor that are necessary for the conduct of their the Fuel Cell Business and specifies the jurisdictions in which each such Intellectual Property Right has been issued or registered or in which an application for such issuance and registration has been filed, including the respective businesses as currently conducted registration or as currently proposed application numbers and the names of all registered owners. Schedule 3.1(r)(i) lists (1) any requests MTI has received to make any registration of the type referred to in the immediately preceding sentence, including the identity of the requestor and the item requested to be conducted so registered, and the jurisdiction for which such request has been made; (collectively2) all licenses, “Company sublicenses and other agreements (written or oral) as to which MTI is a party and pursuant to which any person is authorized to use any Intellectual Property”). To Property Right, or any trade secret material of the Company’s knowledgeFuel Cell Business, and includes the identity of all parties thereof, a description of the nature and subject matter thereof, the conduct of its applicable royalty and its subsidiaries respective businesses does not the term thereof; and will not conflict in any material respect with (3) all licenses, sublicenses, and other agreements (written or oral) as to which MTI is a party and pursuant to which MTI is authorized to use any intellectual property right rights in MTI's conduct of another. To the Company’s knowledge, Fuel Cell Business (i) there are no "Third Party Intellectual Property Rights"),or other trade secret of a third parties who have rights party in or as to any Company Intellectual Property described in product, and includes the Registration Statementidentity of all parties thereto, a description of the nature and subject matter thereof, the Time of Sale Prospectus, applicable royalty and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-term thereof. MTI is not party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Company Intellectual Propertyoral license, and the Company is unaware of any facts which sublicense or agreement which, if reduced to written form, would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described be required to be listed in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarySchedule 3.1(r)(i).

Intellectual Property Rights. (i) The Company and each of its subsidiaries have obtained, Subsidiaries owns or possesses or has valid and enforceable licenses for the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses, inventions, trade secrets, secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses the business of the Company and its Subsidiaries as currently conducted or carried on and as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time Pricing Disclosure Package and the Prospectus. To the knowledge of Sale Prospectusthe Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as being exclusively licensed would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Company of the Intellectual Property described Rights owned by the Company; (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 in the Registration Statement, the Time of Sale Prospectusor to any such Intellectual Property Rights, and the Prospectus. 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 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property described in Rights owned by the Registration StatementCompany and, to the knowledge of the Company, the Time of Sale Prospectus, and Intellectual Property Rights licensed to the Prospectus has Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty 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 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property Rights or other proprietary right rights of anotherothers, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such actionclaim that would, suitindividually or in the aggregate, proceedingtogether with any other claims in this Section 2.33, or claim. To reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, (i) no employee of the Company is in or 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent employee while employed with the Company and Trademark Office during the prosecution of the United States patents and patent applications included could reasonably be expected to result, individually or in the Company Intellectual Property have been complied with; and (iii) aggregate, in all foreign offices having similar requirementsa Material Adverse Change. To the Company’s knowledge, all such requirements have material technical information developed by and belonging to the Company which has not been complied withpatented has been kept confidential. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights of any other person or entity that are required to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described be set forth in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as under development and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for (A) customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariessubsidiaries and (B) Intellectual Property that has been out-licensed to a third party as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, 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, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the . The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The None of the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company owned Intellectual Property has been licensed to or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, and all such agreements are directors or employees or otherwise in full force and effectviolation of the rights of any persons. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries the Subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, or other rights to use, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets, secrets and other intellectual property proprietary information described in the Registration Statement, the Time of Sale Prospectus, Disclosure Package and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted businesses, except where the failure to own, license or as currently proposed to be conducted have such rights would not, individually or in the aggregate, result in a Material Adverse Effect (collectively, “Company Intellectual Property”). To ; except as described in the Company’s knowledgeRegistration Statement, the conduct of its Disclosure Package and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, Prospectus (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Company Intellectual Property, except for the ownership rights of the owners of the Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively which is licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) to the Company’s knowledge, there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in or to, or the validity, enforceability, or scope of, any Intellectual Property owned by or licensed to any Company Intellectual Propertythe Company, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, the Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, violates any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding, or claim. To ; (v) to the Company’s knowledge, (i) there is no employee patent or patent application that contains claims that interfere with the issued or pending claims of any of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied withProperty; and (iiivi) in all foreign offices having similar requirementsto the Company’s knowledge, all such requirements have been complied with. The there is no prior art that may render any patent owned by the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed invalid, nor is there any prior art known to the Company or that may render any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development patent application owned by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryunpatentable.

Intellectual Property Rights. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus Except as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to Prospectus, the Company has not granted to any third party any rights or one licenses under the Intellectual Property other than non-exclusive licenses granted in the ordinary course of business. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no liens or more of its subsidiaries; and security interests in the Intellectual Property. To the Company’s knowledge: (iii) there is no infringement by third parties of any Company Intellectual Property described and the Company is unaware of the occurrence of any event that with notice or the passage of time would constitute infringement of any Intellectual Property; and (ii) except as disclosed in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus, there is no infringement by the Company or its subsidiaries of any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others and the Company is unaware of the occurrence of any event that with notice or the passage of time would constitute infringement. The Company Intellectual Property described Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The No Intellectual Property has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligations binding on the Company or in violation of any contractual rights of the Company’s employees. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiary. To the Company’s knowledge, (x) all patent applications and patents within the Intellectual Property have been diligently prosecuted and no person having a duty of candor to the United States Patent Office with respect to the prosecution of such patent applications and patents has breached such duty, and (y) there is no material defect in such prosecution that would preclude the issuance of patents with respect to such patent applications or that would render any such issued patents invalid or unenforceable.

Intellectual Property Rights. The Company and its subsidiaries have obtainedowns, or has obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that it or which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Company Intellectual Property”). None of the Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for a determination that any issued patent within the Intellectual Property is invalid or unenforceable. To the Company’s knowledge, and except as would not reasonably be expected to, individually or in the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledgeaggregate, have a Material Adverse Effect: (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Company Intellectual Property described Property. Except as disclosed in the Registration StatementStatements, the Time of Sale Prospectus, Prospectus and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, misappropriate or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, (i) no employee upon any officers, directors or employees of the Company, and the Company is not aware of any facts that would form a reasonable basis for a successful challenge that any of its employees are in or has 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty breach of candor and good faith as required by the United States Patent and Trademark Office during the prosecution a confidentiality obligation, obligation to assign intellectual property to an employer, or obligation not to use third-party intellectual property or other proprietary rights of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effecta third party. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted described in the Registration Statement and the Prospectus (collectively, “Company Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Statement or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To the Company’s knowledge, (i) there is no employee of prior art that may render any U.S. patent held by the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, invalid or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required U.S. patent application held by the United States Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effectOffice. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries have obtainedowns, or has obtained valid and enforceable licenses for for, or other rights to use, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets, secrets and other intellectual property proprietary information described in the Registration Statement, the Time of Sale Prospectus, Disclosure Package and the Prospectus as being owned or licensed by them and that it or which are necessary for the conduct of their respective businesses as currently conducted its business, except where the failure to own, license or as currently proposed to be conducted have such rights would not, individually or in the aggregate, result in a Material Adverse Effect (collectively, “Company Intellectual Property”). To ; except as described in the Company’s knowledgeRegistration Statement, the conduct of its Disclosure Package and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, Prospectus (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Company Intellectual Property, except for the ownership rights of the owners of the Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively which is licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) to the Company’s knowledge, there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in or to, or the validity, enforceability, or scope of, any Intellectual Property owned by or licensed to any Company Intellectual Propertythe Company, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, violates any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding, or claim. To ; (v) to the Company’s knowledge, (i) there is no employee patent or patent application that contains claims that interfere with the issued or pending claims of any of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied withProperty; and (iiivi) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany’s knowledge, and all such agreements are in full force and effect. The product candidates described in each issued patent was validly issued under the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope laws of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarycountry that issued it.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, ) and the conduct of its and its subsidiaries their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property right such rights of anotherothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described Property. With the exception of the U.S. Patent and Trademark Office’s and foreign governmental administrative agencies’ review of pending patent applications in connection with the prosecution of such applications in the Registration Statementordinary course, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Statement or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, 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, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the . The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all Canadian or foreign offices having similar requirements, all such requirements have been complied with. The None of the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company owned Intellectual Property has been licensed to or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, and all such agreements are directors or employees or otherwise in full force and effectviolation of the rights of any persons. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company (a) Schedule 3.15 contains a complete and accurate list of all (a) patented or registered Intellectual Property Rights owned or used by the Issuer or any Subsidiary and material to the business of the Issuer and its subsidiaries have obtainedSubsidiaries, (b) pending patent applications and applications for registration of other Intellectual Property Rights filed by the Issuer or any Subsidiary material to the business of the Issuer and its Subsidiaries, (c) material unregistered trade names and corporate names owned or used by the Issuer or any Subsidiary and (d) material unregistered trademarks, service marks, copyrights, mask works and computer software (other than commercially available computer software) owned or used by the Issuer or any Subsidiary and material to the business of the Issuer and its Subsidiaries. Schedule 3.15 also contains a complete and accurate list of all material licenses and other material rights granted by the Issuer or any Subsidiary to any third party with respect to any Intellectual Property Rights and all material licenses and other material rights granted by any third party to the Issuer or any Subsidiary with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. The Issuer or one of its Subsidiaries is the beneficial and record owner of all right, title and interest to, or has the right to use pursuant to a valid and enforceable licenses for the inventionslicense, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being licensed by them and that are all Intellectual Property Rights necessary for the conduct operation of their respective the businesses of the Issuer and its Subsidiaries as currently presently conducted or and as currently presently proposed to be conducted (collectivelyconducted, “Company free and clear of all Liens, except where the failure to have such right would not have a Material Adverse Effect. The loss or expiration of any Intellectual Property”)Property Right or related group of Intellectual Property Rights owned or used by the Issuer or any Subsidiary would not reasonably be expected to have a Material Adverse Effect and no such loss or expiration is, to the best of the Issuer's knowledge, threatened, pending or reasonably foreseeable. The Issuer and its Subsidiaries have taken all necessary actions to maintain and protect the Intellectual Property Rights which they own, except where the failure to have taken such actions would not have a Material Adverse Effect. To the Company’s best of the Issuer's knowledge, the conduct owners of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively Rights licensed to the Company, including no liens, security interests, Issuer or other encumbrances, except for customary reversionary rights of third-party licensors with respect any Subsidiary have taken all necessary actions to Company maintain and protect the Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts Rights which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates are subject to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarylicenses.

Intellectual Property Rights. The (i) Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have obtained, valid and enforceable licenses for (i) owns or possesses the inventionsright to use all patents, patent applications, patentstrademarks, trademarksservice marks, domain names, trade names, trademark registrations, service namesxxxx registrations, copyrights, trade secretsformulae, customer lists, and know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, “Intellectual Property”) necessary for the conduct of its business substantially as presently conducted and as currently proposed to be conducted as described in the Registration Statement, the Time of Sale Pricing Disclosure Package and the Prospectus, and the Prospectus as being licensed by them and (ii) has no reason to believe that are necessary for the conduct of their respective businesses as currently conducted its business does or as currently proposed to be conducted (collectively, “will conflict with any Intellectual Property of any third party in any material respect; and neither Company Party has received any notice of any claim of material conflict with any such Intellectual Property”)Property of others. To the Company’s knowledge, all material technical information developed by and belonging to the conduct of its and its subsidiaries respective businesses does Company Parties that has not and will not conflict in any material respect with any intellectual property right of anotherbeen patented has been kept confidential. To the Company’s knowledge, (i) there are is no third parties who have rights to any Company Intellectual Property described in the Registration Statementinfringement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interestsmisappropriation, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement violation by third parties of any Company such Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There Property; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s Company Parties’ rights in or to any Company such Intellectual Property, and the Company is are unaware of any facts which that would form a reasonable basis for any such claim; and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the a Company or any of its subsidiaries Party infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, violates any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is are unaware of any facts which other fact that would form a reasonable basis for any such action, suit, proceeding, or claim. To Except as disclosed in the Company’s knowledgeRegistration Statement, the Pricing Disclosure Package and the Prospectus, (ix) no employee Company Party has granted, licensed or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the current products of the Company is in Parties or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, those products or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus and (y) to the Company’s knowledge, there are no rights of third parties, including liens, security interests or other encumbrances, to the Intellectual Property necessary for the conduct of its business substantially as under development by presently conducted or as currently proposed to be conducted as described in the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed toRegistration Statement, the Company or any subsidiaryPricing Disclosure Package and the Prospectus.

Intellectual Property Rights. The Except as set forth in the Disclosure Package and the Prospectus, the Company and its subsidiaries have obtained, valid and enforceable licenses for own or possess the inventions, patent applications, patents, right to use sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property similar rights (collectively, “Intellectual Property Rights”) as are necessary or material (i) to conduct their businesses as now conducted, (ii) in connection with the commercialization of the drug candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being licensed under development by them the Company independently and that are necessary for (iii) in connection with the conduct development of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property drug candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to under development by the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors Company in collaboration with respect to Company Intellectual Property that is disclosed third parties. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, Disclosure Package and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There (a) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding proceeding, or claim by others: (i) others challenging the Company’s rights in or to any Company Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (b) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding proceeding, or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violatesviolates any Intellectual Property Rights of others, and the Company is unaware of any other facts which would form a reasonable basis for any such claim; (c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding, or would, upon claim by others challenging the commercialization validity or scope of any product or service described in such Intellectual Property Rights owned by the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, Company and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To ; (d) to the Company’s knowledge, the operation of Company’s business as now conducted and in connection with the development and commercialization of the drug candidates described in the Prospectus, as being under development by the Company (ieither independently or in collaboration with third parties), does not infringe any claim of any patent or published patent application; (e) there is no employee prior art of which the Company is in aware that may render any patent owned or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, licensed by the Company invalid or any restrictive covenant to patent application owned or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required licensed by the United States Patent and Trademark Office during Company unpatentable which has not been disclosed to the prosecution of the United States patents and applicable government patent applications included in the Company Intellectual Property have been complied withoffice; and (iiif) in all foreign offices having similar requirementsthe patents, all such requirements have been complied with. The Company trademarks, and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed copyrights granted or issued to the Company or any subsidiary, have been duly maintained and all such agreements are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part. The product candidates described Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryare not described therein in all material respects.

Intellectual Property Rights. The (i) Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have obtained, valid and enforceable licenses for (i) owns or possesses the inventionsright to use all patents, patent applications, patentstrademarks, trademarksservice marks, domain names, trade names, trademark registrations, service namesxxxx registrations, copyrights, trade secretsformulae, customer lists, and know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, “Intellectual Property”) necessary for the conduct of its business substantially as presently conducted and as currently proposed to be conducted as described in the Registration Statement, the Time of Sale Pricing Disclosure Package and the Prospectus, and the Prospectus as being licensed by them and (ii) has no reason to believe that are necessary for the conduct of their respective businesses as currently conducted its business does or as currently proposed to be conducted (collectively, “will conflict with any Intellectual Property of any third party in any material respect; and the Company has not received any notice of any claim of material conflict with any such Intellectual Property”)Property of others. To the Company’s knowledge, all material technical information developed by and belonging to the conduct of its and its subsidiaries respective businesses does Company that has not and will not conflict in any material respect with any intellectual property right of anotherbeen patented has been kept confidential. To the Company’s knowledge, (i) there are is no third parties who have rights to any Company Intellectual Property described in the Registration Statementinfringement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interestsmisappropriation, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement violation by third parties of any Company such Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There Property; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in or to any Company such Intellectual Property, and the Company is unaware of any facts which that would form a reasonable basis for any such claim; and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting 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 Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, violates any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which other fact that would form a reasonable basis for any such action, suit, proceeding, or claim. To Except as disclosed in the Company’s knowledgeRegistration Statement, the Pricing Disclosure Package and the Prospectus, (ix) no employee the Company has not granted, licensed or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the current products of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, those products or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus and (y) to the Company’s knowledge, there are no rights of third parties, including liens, security interests or other encumbrances, to the Intellectual Property necessary for the conduct of its business substantially as under development by presently conducted or as currently proposed to be conducted as described in the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed toRegistration Statement, the Company or any subsidiaryPricing Disclosure Package and the Prospectus.

Intellectual Property Rights. The Company (a) To the knowledge of Target, (i) Target and its subsidiaries Subsidiaries own all right, title and interest in or have obtained, valid and enforceable licenses for rights to use, by license or other agreement, all of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being licensed by them and Intellectual Property Rights that are necessary for currently used in the conduct of Target’s or any of its Subsidiary’s business, free of all liens, pledges, charges, options, rights of first refusal, security interests or other encumbrances of any kind, (ii) no action, claim, arbitration, proceeding, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) has commenced, been brought or heard by or before any Governmental Entity or arbitrator or is pending or is threatened in writing by any third Person with respect to any Intellectual Property Rights owned or used by Target or any of its Subsidiaries in connection with their respective businesses as currently conducted, including any of the foregoing that alleges that the operation of any such business infringes, misappropriates, impairs, dilutes or otherwise violates the rights of others, and there are no grounds for the same, and Target and its Subsidiaries are not subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement, or other dispute involving any third Person’s Intellectual Property Rights, and (iii) no person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property Rights owned or used by Target or any of its Subsidiaries in connection with their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct and neither Target nor any of its and its subsidiaries respective businesses does Subsidiaries has brought or threatened any such claims, suits, arbitrations or other adversarial proceedings against any third party that remain unresolved. Excluded from the foregoing provisions of this Section 5.17 are matters that, individually or in the aggregate with other such matters not and will otherwise disclosed in Section 5.17 of the Target Disclosure Schedule, could not conflict in any reasonably be expected to have a Material Adverse Effect. All of the material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, owned or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement used by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company Target or any of its subsidiaries infringes, misappropriates, Subsidiaries prior to the Closing will be owned or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis available for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required use by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company Target and its subsidiaries have complied with Subsidiaries immediately after the Closing on substantially the same terms of each agreement pursuant to which Company Intellectual Property has been licensed and conditions as prior to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryClosing.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, know how (including unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being owned or licensed by them or which are material to and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement and the Prospectus (collectively, “Company Intellectual Property”). To ) and, to the Company’s knowledge, the conduct of its the Company’s and its subsidiaries respective businesses currently does not and except as disclosed in the Registration Statement and the Prospectus will not conflict not, upon the commercialization of any product or service as currently proposed to be conducted, infringe in any material respect with any intellectual property right of another. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for (A) customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, and (B) rights of third-party licensors with respect to such Intellectual Property, the material terms of which rights are disclosed in the Registration Statement and the Prospectus; and (ii) there is no infringement by third parties of any Company Intellectual Property described in owned by or exclusively licensed to the Registration Statement, the Time Company or any of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partits subsidiaries. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by othersanother: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Statement or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. 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, (i) there are no material defects of form or procedural defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the knowledge of the Company no employee of the Company is in or has been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the . The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied withwith in all material respects. The None of the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company owned Intellectual Property has been licensed to or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation in any subsidiarymaterial respect of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, and all such agreements are directors or employees or otherwise in full force and effectviolation of the rights of any persons in any material respect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries have obtained, valid and enforceable licenses for Except as disclosed in Section 3.17 of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledgeDisclosure Schedule, (i) a Borrower or a Subsidiary, as the case may be, has the right to use all Intellectual Property used in its business, (ii) all registrations, on behalf of such Borrower or such Subsidiary with, and applications to, Governmental or Regulatory Authorities in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any Taxes or maintenance fees or the taking of any other actions by such Borrower or such Subsidiary, as the case may be, to maintain their validity or effectiveness, (iii) there are no third parties who have rights to restrictions on the direct or indirect transfer of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interestslicense, or other encumbrancesany interest therein, except for customary reversionary rights held by such Borrower or such Subsidiary, as the case may be, in respect of third-party licensors such Intellectual Property, (iv) the Borrowers have delivered to each Lender documentation with respect to Company any invention, process, design, computer program or other know-how or trade secret included in such Intellectual Property, which documentation is accurate in all material respects and reasonably sufficient in detail and content to identify and explain such invention, process, design, computer program or other know-how or trade secret, (v) the Borrowers and the Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their trade secrets, (vi) neither any Borrower nor any Subsidiary is, or has received any notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any license to use such Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (iivii) there neither any Borrower nor any Subsidiary has any knowledge that such Intellectual Property is no infringement being infringed by third parties any other Person. Neither any Borrower nor any Subsidiary has received notice that any Borrower or any Subsidiary is infringing any Intellectual Property of any Company Intellectual Property described in the Registration Statementother Person, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There no claim is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging knowledge of the Company’s rights in or to any Company Intellectual Property, Borrowers and the Company Subsidiaries, has been made to such effect and, to the knowledge of the Borrowers and the Subsidiaries, neither any Borrower nor any Subsidiary is unaware infringing any Intellectual Property Rights of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryPerson.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, ) and the conduct of its and its subsidiaries their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property right such rights of anotherothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described Property. With the exception of the U.S. Patent and Trademark Office’s and foreign governmental administrative agencies’ review of pending patent applications in connection with the prosecution of such applications in the Registration Statementordinary course, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, 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, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the . The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all Canadian or foreign offices having similar requirements, all such requirements have been complied with. The None of the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company owned Intellectual Property has been licensed to or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, and all such agreements are directors or employees or otherwise in full force and effectviolation of the rights of any persons. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, or otherwise have sufficient rights to use, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To , except where the failure to so own, license or otherwise hold or acquire would not reasonably be expected to result in a Material Adverse Change, and, to the Company’s knowledge, the conduct of its and its subsidiaries their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property right such rights of anotherothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication, except as would not reasonably be expected to result in a Material Adverse Change. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company material Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Statement or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. 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, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) , except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied withwith in all material respects; and (iii) in all foreign offices having similar requirements, all such requirements have been complied withwith in all material respects. The None of the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company owned Intellectual Property has been licensed to the Company or any subsidiary, technology (including information technology and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development outsourced arrangements) employed by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries has been obtained or more patents or patent applications exclusively licensed to, is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Intellectual Property Rights. The Company and its subsidiaries have obtainedFor purposes of this Section, valid and enforceable licenses for the inventions, patent applications, "Intellectual Property" shall mean patents, registered trademarks, registered trade names, registered service namesmarks, registered copyrights, trade secrets, and other intellectual property described in all applications for or registrations of any of the Registration Statementforegoing. As of the date of this Agreement, the Time Company Disclosure Schedule contains a complete and accurate list of Sale Prospectusall material Intellectual Property owned by or licensed exclusively or (with respect to patents material to the products or operations of the Company which would be infringed by the Company, and any Subsidiary or their products but for such license) non-exclusively to the Prospectus as being licensed by them and that are necessary for Company or any Subsidiary (the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “"Company Intellectual Property”"). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, is owned by or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; a Subsidiary free and (ii) there is no infringement by third parties clear of any Lien (as defined in Section 3.3) that would materially adversely affect the Company's rights thereunder. No claim is being asserted and, to the knowledge of the Company, no person is threatening in a writing delivered to the Company to assert a claim, with respect to the use of the Company Intellectual Property described in owned by the Registration Statement, Company or challenging or questioning the Time validity or effectiveness of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid any license or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or agreement with respect to any Company Intellectual Property, and the except for such claims that could not reasonably be expected to have a Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claimMaterial Adverse Effect. To the Company’s knowledge, (i) no employee knowledge of the Company is in or has been in violation of any term of any employment contractCompany, 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 neither the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development use by the Company or any subsidiary fall within the scope Subsidiary of the claims Company Intellectual Property in the present conduct of one its business nor any product or more patents or patent applications exclusively licensed to, service of the Company or any subsidiarySubsidiary infringes on the valid intellectual property rights of any person in a manner that could reasonably be expected to have a Company Material Adverse Effect. Except as could not reasonably be expected to have a Company Material Adverse Effect, (i) all Company Intellectual Property listed in the Company Disclosure Schedule that is owned by the Company has the status indicated therein and, unless provided otherwise, all applications are still pending in good standing and have not been abandoned, and (ii) to the knowledge of the Company, the Company Intellectual Property is valid and is not being challenged in any judicial or administrative (excluding any patent-office or registration) proceeding. To the knowledge of the Company, no person or entity nor such person's or entity's business or products has infringed, or misappropriated any Company Intellectual Property, or currently is infringing, or misappropriating any Company Intellectual Property, except as could not reasonably be expected to have a Company Material Adverse Effect.

Intellectual Property Rights. The Company and its subsidiaries have obtainedown, valid and enforceable licenses for possesses, licenses, or otherwise has sufficient rights to use, on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, know-how and other intellectual property described in the Registration Statement(collectively, the Time of Sale Prospectus, and the Prospectus as being licensed by them and that are “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to be conducted, and to the Company or one or more Company’s knowledge, the conduct of its subsidiaries; business (the development and (ii) there is no infringement by third parties commercialization of any Company Intellectual Property the GeneRide product candidates, including LB-001, as described in the in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus) has not infringed or misappropriated and will not infringe or misappropriate any intellectual property rights of others. The Company Intellectual Property described Except as set forth in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus under the caption “Business – Intellectual Property,” to the Company’s knowledge (i) there are no rights of third parties to any material Intellectual Property; (ii) the Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part; and (iii) there is no material infringement by third parties of any such Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (ii) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiiii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, violates any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; , and (iiiii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to there is no U.S. patent which Company contains claims that dominate or may dominate any Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development being owned by or licensed to the Company or that interferes with the issued claims of any such Intellectual Property; 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 subsidiary fall within the scope of the claims of one or more patents or U.S. patent applications exclusively licensed to, application held by the Company or any subsidiaryunpatentable which has not been disclosed to the U.S. Patent and Trademark Office.

Intellectual Property Rights. The Company and each of its subsidiaries have obtained, Subsidiaries owns or possesses or has valid and enforceable licenses for the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmark registrations, copyrights, licenses, inventions, trade secrets, secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses the business of the Company and each of its Subsidiaries as currently conducted or carried on and as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time Pricing Disclosure Package and the Prospectus. To the knowledge of Sale Prospectusthe Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries 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 Change, (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; (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 in or to any such Intellectual Property Rights, and the Prospectus as being exclusively 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 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company, including no liensif any, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty 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 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property Rights or other proprietary right rights of anotherothers, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such actionclaim that would, suitindividually or in the aggregate, proceedingtogether with any other claims referred to in this Section 2.33, or claim. To reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, (i) no employee of the Company is in or 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent employee while employed with the Company and Trademark Office during the prosecution of the United States patents and patent applications included could reasonably be expected to result, individually or in the Company Intellectual Property have been complied with; and (iii) aggregate, in all foreign offices having similar requirementsa Material Adverse Change. To the Company’s knowledge, all such requirements have material technical information developed by and belonging to the Company which has not been complied withpatented has been kept confidential. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights of any other person or entity that are required to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described be set forth in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as under development and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is knowingly being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. The Company and its subsidiaries have obtained, owns or possesses or has valid and enforceable licenses for the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets, and other intellectual property similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company as currently carried on and as described in the Registration Statement, the Time of Sale Pricing Disclosure Package and the Prospectus, and except where the Prospectus as being licensed failure to own, possess or have valid rights to use any of the foregoing would not reasonably be expected to have a material adverse effect on the Company. To the knowledge of the Company, no action or use by them and that are the Company necessary for the conduct of their respective businesses its business as currently conducted or carried on and as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus would reasonably be expected to involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as being exclusively licensed would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Company of the Intellectual Property described Rights owned by the Company; (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 in the Registration Statement, the Time of Sale Prospectusor to any such Intellectual Property Rights, and the Prospectus. 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 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property described in Rights owned by the Registration StatementCompany and, to the knowledge of the Company, the Time of Sale Prospectus, and Intellectual Property Rights licensed to the Prospectus has Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty 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 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property Rights or other proprietary right rights of anotherothers, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such actionclaim that would, suitindividually or in the aggregate, proceedingtogether with any other claims in this Section 2.32, or claim. To reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, (i) no employee of the Company is in or 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent employee while employed with the Company and Trademark Office during the prosecution of the United States patents and patent applications included could reasonably be expected to result, individually or in the Company Intellectual Property have been complied with; and (iii) aggregate, in all foreign offices having similar requirementsa Material Adverse Change. To the Company’s knowledge, all such requirements have material technical information developed by and belonging to the Company which has not been complied withpatented has been kept confidential. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses, or agreements with respect to the terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights of any other person or entity that are required to be set forth in the Company or any subsidiaryRegistration Statement, the Pricing Disclosure Package, and all such agreements the Prospectus and are in full force and effectnot described therein. The Registration Statement, the Pricing Disclosure Package, and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. The Company has not committed any act or omitted to undertake any act the effect of such commission or omission would be expected to result in a legal determination that any item of Intellectual Property Rights thereby was rendered invalid or unenforceable in whole or in part. The manufacture, use, and sale of the product candidates described in the Registration Statement, the Time of Sale ProspectusPricing Disclosure Package, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more claims of the patents or patent applications exclusively licensed toincluded in the Intellectual Property Rights. Other than information disclosed in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, no government funding, facilities, or resources of a university, college, other educational institution, or research center was used in the development of any Intellectual Property Rights that are owned or purported to be owned by the Company that would confer upon any governmental agency or body, university, college, other educational institution or research center any subsidiaryclaim or right in or to any such Intellectual Property Rights.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described (collectively “Intellectual Property”) that is disclosed in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more any of its subsidiaries, that is necessary to conduct the business as currently conducted or as currently proposed to be conducted in the future by the Company and its subsidiaries as described in the Registration Statement or the Prospectus; and (ii) ), except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no infringement by third parties of any Company Intellectual Property described Property. Except as could not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Prospectusto have a Material Adverse Effect, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others, except for proceedings before the U.S. Patent and Trademark Office or a foreign government intellectual property office: (iA) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any granted and enforceable Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim that, if asserted on the date hereof, could reasonably be expected to succeed; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Statement or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceedingproceeding or claim that, if asserted on the date hereof, could reasonably be expected to succeed. Except as could not reasonably be expected, individually or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property aggregate, to have been complied with; and (iii) in all foreign offices having similar requirementsa Material Adverse Effect, all such requirements have been complied with. The the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryof its subsidiaries, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as under development by the Company or any subsidiary of its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryits subsidiaries.

Intellectual Property Rights. The Company and its subsidiaries own, possess, and have obtainedall right, title, and interest in and to, free and clear of all liens and encumbrances, or (if disclosed to be licensed by the Company in the SEC Reports) have the valid and enforceable licenses for right to use pursuant to a license, sublicense, agreement or permission, all Intellectual Property disclosed to be owned, licensed or used by the inventionsCompany or its subsidiaries in the SEC Reports, patent applicationsexcept such failure(s) to own, patentspossess or have such rights as would not reasonably be expected to, trademarksindividually or in the aggregate, trade names, service names, copyrights, trade secretsresult in a Material Adverse Effect, and other intellectual property described to the Company’s knowledge, there are no unreleased liens or security interests which have been filed, or which the Company has received notice of, against any of the patents owned by the Company. Furthermore, (A) to the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (B) to the Registration StatementCompany’s knowledge, there is no pending or threatened, Action by others challenging the Time Company’s or any of Sale Prospectusits subsidiaries’ rights in or to any such Intellectual Property, and to the Prospectus as being licensed by them and that Company’s knowledge, there are necessary no facts which would form a reasonable basis for the conduct of their respective businesses as currently conducted or as currently proposed any such Action; (C) to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its Intellectual Property owned by the Company and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectussubsidiaries, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of and its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened actionAction by others challenging the validity, suitenforceability or scope of any such Intellectual Property, proceeding or claim by others: (i) challenging and, to the Company’s rights in or to any Company Intellectual Propertyknowledge, and the Company is unaware of any there are no facts which would form a reasonable basis for any such actionAction; (D) to the Company’s knowledge, suit, proceeding there is no pending or claim; or (ii) asserting threatened Action by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property or other proprietary right rights of anotherothers, and neither the Company is unaware nor any of its subsidiaries has received any written notice of such Action, and, to the Company’s knowledge, there are no other facts which would form a reasonable basis for any such actionAction, suit, proceeding, or claim. To except in each case for any Action as would not be reasonably expected to have a Material Adverse Effect; and (E) to the Company’s knowledge, (i) no employee of the Company or any of its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty Company or any of candor and good faith as required its subsidiaries or actions undertaken by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in employee while employed with the Company Intellectual Property or any of its subsidiaries, except such violation as would not reasonably be expected to have been complied with; and a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (iii1) in all foreign offices having similar requirementsto the Company’s knowledge, all such requirements have been complied with. The the Company and its subsidiaries have complied disclosed to the U.S. Patent and Trademark Office (USPTO) all information known to the Company to be relevant to the patentability of its inventions in accordance with 37 C.F.R. Section 1.56, and (2) to the Company’s knowledge, neither the Company nor any of its subsidiaries made any misrepresentation or concealed any information from the USPTO in any of the patents or patent applications owned or licensed to the Company, or in connection with the terms prosecution thereof, in violation of each agreement pursuant 37 C.F.R. Section 1.56. Except as would not reasonably be expected to which have a Material Adverse Effect and to the Company’s knowledge, (x) there are no facts that are reasonably likely to provide a basis for a finding that the Company Intellectual Property has been or any of its subsidiaries does not have clear title to the patents or patent applications owned or licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus other proprietary information rights as under development being owned by the Company or any subsidiary fall within of its subsidiaries, (y) no valid issued U.S. patent would be infringed by the scope activities of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryof its subsidiaries relating to products currently or proposed to be manufactured, used or sold by the Company or any of its subsidiaries and (z) there are no facts with respect to any issued patent owned that would cause any claim of any such patent not to be valid and enforceable with applicable regulations. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology and know- how.

Intellectual Property Rights. The Except as otherwise disclosed in the SEC Reports, the Company and its subsidiaries Subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus SEC Reports as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, ) and the conduct of its and its subsidiaries their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property right such rights of anotherothers. To the Company’s knowledgeKnowledge, (i) there are no third parties who have rights the operation of the business of the Company, as now conducted or as proposed to any Company be conducted in the SEC Reports, together with the Company’s use of the Company’s Intellectual Property, does not conflict with, infringe, misappropriate or otherwise violate the Intellectual Property described of any third party. Except as disclosed in the Registration StatementSEC Reports, the Time of Sale Prospectusno actions, and the Prospectus as being exclusively licensed suits, claims or proceedings have been asserted, or, to the Company’s Knowledge, including no liensthreatened against the Company alleging any of the foregoing or seeking to challenge, security interestsdeny or restrict the operation of the business of the Company and the Company is unaware of any facts which would form a reasonable basis for any such claim. Except as disclosed in the SEC Reports, the Company has not received any notice of a claim of infringement, misappropriation or other encumbrancesconflict with Intellectual Property rights of others, except for customary reversionary rights of third-party licensors with respect such claims that would not, individually or the in aggregate, be reasonably expected to Company Intellectual Property that is have a Material Adverse Effect. Except as disclosed in the Registration StatementSEC Reports, the Time of Sale Prospectus and Intellectual Property rights owned by the Prospectus as Company and, to the Company’s Knowledge, any Intellectual Property rights licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty rights, and the Company is unaware of any facts which would form a reasonable basis for any such actionchallenge, suitexcept for such actions, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringessuits, misappropriatesproceedings, or claims that would not, individually or the in aggregate, be reasonably expected to have a Material Adverse Effect. Except as otherwise violates, or would, upon the commercialization of any product or service described disclosed in the Registration StatementSEC Reports, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property rights of any facts which would form a reasonable basis for any such action, suit, proceeding, other person or claimentity that are required to be set forth in the SEC Reports. To the Company’s knowledge, (i) no employee None of the technology or intellectual property used by the Company is in or its business has been obtained or is being used by the Company in violation of any term contractual obligation binding on the Company or, to the Company’s Knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. The After giving effect to the Merger, except as set forth on Schedule 3k, the Company and each of its subsidiaries have obtainedowns, valid and enforceable licenses for the inventionspossesses, patent applicationsor has rights to use, patents, trademarks, trade names, service names, copyrights, trade secrets, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being licensed by them and that are all Intellectual Property necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as currently conducted now conducted, except as such failure to own, possess or as currently proposed have such rights would not reasonably be expected to be conducted result in a Material Adverse Effect and there are no unreleased liens or security interests which have been filed, or which the Company has received notice of, against any of the patents owned to the Company. Furthermore, (collectivelyA) to the Company’s knowledge, “Company there is no infringement, misappropriation or violation by third parties of any such Intellectual Property”). To , except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (B) there is no pending or, to the Company’s knowledge, threatened, Action by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and to the Company’s knowledge, there are no facts which would form a reasonable basis for any such Action; (C) the Intellectual Property owned by the Company and its subsidiaries, and to the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of and its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened actionAction by others challenging the validity, suitenforceability or scope of any such Intellectual Property, proceeding or claim by others: (i) challenging and, to the Company’s rights in or to any Company Intellectual Propertyknowledge, and the Company is unaware of any there are no facts which would form a reasonable basis for any such actionAction; (D) there is no pending or, suitto the Company’s knowledge, proceeding or claim; or (ii) asserting threatened Action by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property or other proprietary right rights of anotherothers, and neither the Company is unaware nor any of its subsidiaries has received any written notice of such Action, and, to the Company’s knowledge, there are no other facts which would form a reasonable basis for any such actionAction, suit, proceeding, or claim. To except in each case for any Action as would not be reasonably expected to have a Material Adverse Effect; and (E) to the Company’s knowledge, (i) no employee of the Company or any of its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; Company or any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries, except such violation as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (ii1) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied disclosed to the U.S. Patent and Trademark Office (USPTO) all information known to the Company to be relevant to the patentability of its inventions in accordance with 37 C.F.R. Section 1.56, and (2) neither the Company nor any of its subsidiaries made any misrepresentation or concealed any information from the USPTO in any of the patents or patent applications owned or licensed to the Company, or in connection with the terms prosecution thereof, in violation of each agreement pursuant 37 C.F.R. Section 1.56. Except as would not reasonably be expected to which have a Material Adverse Effect and to the Company’s knowledge, (x) there are no facts that are reasonably likely to provide a basis for a finding that the Company Intellectual Property has been or any of its subsidiaries does not have clear title to the patents or patent applications owned or licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus other proprietary information rights as under development being owned by the Company or any subsidiary fall within of its subsidiaries, (y) no valid issued U.S. patent would be infringed by the scope activities of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryof its subsidiaries relating to products currently or proposed to be manufactured, used or sold by the Company or any of its subsidiaries and (z) there are no facts with respect to any issued patent owned that would cause any claim of any such patent not to be valid and enforceable with applicable regulations. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology and know-how.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Information and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted conducted, except where the failure to so own or hold as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (collectively, “Company Intellectual Property”). To the Company’s 's knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Information or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Information and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, know-how, (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information) and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or, to their knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To with respect to the Company’s knowledge, commercialization of the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except where the failure to own or license such rights would not, individually or in the aggregate, have a Material Adverse Effect) (collectively, “Intellectual Property”), and, to their knowledge, the conduct of their respective businesses does not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part and the Prospectus as being exclusively licensed Company is unaware of any facts which would form a reasonable basis for any such adjudication. There are no third parties who have rights to any Intellectual Property, except for: (i) the exclusive license granted to Jazz Pharmaceuticals plc, pursuant to the CompanyCollaboration and License Agreement, including no liensdated January 2, security interests2019; (ii) the option to enter into an exclusive license granted to Sarepta Therapeutics, or other encumbrancesInc., except for pursuant to the Research License and Option Agreement, dated June 17, 2020; and (iii) any customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) and, to the Company’s knowledge, there is no infringement by third parties of any Company Intellectual Property described Property. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus. The , neither the Company nor any subsidiary is obligated to pay any material royalty, grant a material license or provide other material consideration to any third party in connection with the Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partconnection with the manufacture, use or sale of any of the Company’s product candidates. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, 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, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) . 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 Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, to the Company’s knowledge, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or pending patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries have obtained, owns or possesses or has valid and enforceable licenses for the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmark registrations, copyrights, licenses, inventions, trade secrets, secrets and other intellectual property similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company as currently carried on and as described in the Registration Statement, the Time of Sale Pricing Disclosure Package and the Prospectus, and except where the Prospectus as being licensed failure to own, possess or have valid rights to use any of the foregoing would not reasonably be expected to have a material adverse effect on the Company. To the knowledge of the Company, no action or use by them and that are the Company necessary for the conduct of their respective businesses its business as currently conducted or carried on and as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus would reasonably be expected to involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as being exclusively licensed would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Company of the Intellectual Property described Rights owned by the Company; (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 in the Registration Statement, the Time of Sale Prospectusor to any such Intellectual Property Rights, and the Prospectus. 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 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property described in Rights owned by the Registration StatementCompany and, to the knowledge of the Company, the Time of Sale Prospectus, and Intellectual Property Rights licensed to the Prospectus has Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty 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 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property Rights or other proprietary right rights of anotherothers, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such actionclaim that would, suitindividually or in the aggregate, proceedingtogether with any other claims in this Section 2.32, or claim. To reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, (i) no employee of the Company is in or 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent employee while employed with the Company and Trademark Office during the prosecution of the United States patents and patent applications included could reasonably be expected to result, individually or in the Company Intellectual Property have been complied with; and (iii) aggregate, in all foreign offices having similar requirementsa Material Adverse Change. To the Company’s knowledge, all such requirements have material technical information developed by and belonging to the Company which has not been complied withpatented has been kept confidential. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights of any other person or entity that are required to be set forth in the Company or any subsidiaryRegistration Statement, the Pricing Disclosure Package and all such agreements the Prospectus and are in full force and effectnot described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. The Company has not committed any act or omitted to undertake any act the effect of such commission or omission would be expected to result in a legal determination that any item of Intellectual Property Rights thereby was rendered invalid or unenforceable in whole or in part. The manufacture, use and sale of the product candidates described in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more claims of the patents or patent applications exclusively licensed toincluded in the Intellectual Property Rights. Other than information disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property Rights that are owned or purported to be owned by the Company that would confer upon any governmental agency or body, university, college, other educational institution or research center any subsidiaryclaim or right in or to any such Intellectual Property Rights.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described or incorporated by reference in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or which, to the Company’s knowledge, are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property, except (A) for a security interest in favor of BPCR Limited Partnership, (B) the licenses of Intellectual Property described to Inexia Limited and Currax Pharmaceuticals LLC disclosed or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except (C) for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property from their employees and contractors; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Company Intellectual Property, and ; (iii) the Company is unaware not infringing the intellectual property rights of any facts which would form a reasonable basis for any such action, suit, proceeding or claimthird parties; or (iiiv) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware the sole owner of the Intellectual Property owned by it, except for a security interest in favor of BPCR Limited Partnership, and has the valid right to use the Intellectual Property; (v) there are no material defects in any facts which would form a reasonable basis for any of the patents or patent applications included in the Intellectual Property; (vi) the duties of candor and good faith 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 all such action, suit, proceeding, or claim. To requirements in foreign offices having similar requirements applicable to the Company’s knowledge, Company and its subsidiaries have been complied with; and (ivii) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s 's employment with the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others, that would reasonably be expected to have a Material Adverse Effect on the Company: (A) challenging the Company’s rights in or to any Intellectual Property; (iiB) challenging the duty validity, enforceability or scope of candor and good faith as required any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described or incorporated by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included reference in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirementsRegistration Statement, all such requirements have been complied withthe Time of Sale Prospectus or the Prospectus as under development, infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described or incorporated by reference in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and each of its subsidiaries Subsidiaries own, possess or have obtained, valid and enforceable licenses for the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmark registrations, copyrights, licenses, inventions, trade secrets, secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses the business of the Company and each of its Subsidiaries as currently conducted or carried on and as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time Pricing Disclosure Package and the Prospectus. To the knowledge of Sale Prospectusthe Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus involve or would reasonably be expected to involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as being exclusively licensed would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Company of the Intellectual Property described Rights owned by the Company; (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 in the Registration Statement, the Time of Sale Prospectusor to any such Intellectual Property Rights, and the Prospectus. 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 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property described in Rights owned by the Registration StatementCompany and, to the knowledge of the Company, the Time of Sale Prospectus, and Intellectual Property Rights licensed to the Prospectus has Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty 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 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property Rights or other proprietary right rights of anotherothers, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such actionclaim that would, suitindividually or in the aggregate, proceedingtogether with any other claims in this Section 2.33, or claim. To reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, (i) no employee of the Company is in or 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent and Trademark Office during employee while employed with the prosecution of the United States patents and patent applications included Company that would, individually or in the Company Intellectual Property have been complied with; and (iii) aggregate, together with any other claims in all foreign offices having similar requirementsthis Section 2.33, reasonably be expected to result in a Material Adverse Change. To the Company’s knowledge, all such requirements have material technical information developed by and belonging to the Company that has not been complied withpatented or disclosed in a patent application has been kept confidential. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights of any other person or entity that are required to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described be set forth in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as under development and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. The Company All information, ideas, concepts, improvements, discoveries, and its subsidiaries have obtained, valid and enforceable licenses for the inventions, patent applicationswhether patentable or not, patentswhich are conceived, trademarksmade, trade developed or acquired by XXXX, individually or in conjunction with others, during XXXXx employment by CLORACKS (whether during business hours or otherwise and whether on CLORACKS's premises or otherwise) which relate to CLORACKS's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, service names, copyrights, trade secretsand marks), and other intellectual all writings or materials of any type embodying any of such items, shall be disclosed to CLORACKS and are and shall be the sole and exclusive property described in of CLORACKS. NON-COMPETE AGREEMENT, XXXX recognizes that the Registration Statement, various items of Information are special and unique assets of the Time of Sale Prospectus, company and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed need to be conducted (collectivelyprotected from improper disclosure. In consideration of the disclosure of the Information to XXXX, “Company Intellectual Property”). To XXXX agrees and covenants that for a period of 3 years following the Company’s knowledgetermination of this Agreement, the conduct of its and its subsidiaries respective businesses does not and whether such termination is voluntary or involuntary, XXXX will not conflict directly 01* indirectly engage in any material respect business competitive with any intellectual property right of anotherCLORACKS. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed This covenant shall apply to the Companygeographical area that includes all of the State of Nevada. Directly or indirectly engaging in any competitive business includes, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that but is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by otherslimited to: (i) challenging the Company’s rights engaging in a business as owner, partner, or to any Company Intellectual Propertyagent, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting becoming an employee, rendering advice or offering services to <my third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer or current Executive or Employee of CLORACKS for the Company benefit of a third party that is engaged in such business. XXXX agrees that this non-compete provision will not adversely affect RAUL's livelihood. During the Employment Period, XXXX will devote XXXXx full-time efforts to the business of CLORACKS and will not engage in consulting work or any of its subsidiaries infringes, misappropriates, trade or otherwise violates, business for his own account or would, upon the commercialization for or on behalf of any product other person, firm or service described corporation that competes, conflicts or interferes with the performance of his duties under this Agreement. BENEFITS, XXXX shall be entitled to emplojmient benefits, including holidays, personal leave, sick leave, vacation, health insurance, disability insurance, life insurance and pension plan as provided by CLORACKS's policies in effect from time to time. CLORACKS CORPORATION in its sole discretion may, from time to time, award CLORACKS CORPORATION a bonus (the Registration StatementBonus). CLORACKS CORPORATION in its sole discretion may, from time to time, award Xxxx Xxxxxxxx option to purchase shares of the Employers capital stock (the Stock). TERM/TERMINATION* RAUL's employment under this Agreement shall be for an unspecified term on an Mat will" basis. This Agreement may be terminated by CLORACKS upon "10 days" written notice written notice, and by XXXX upon "10 days" written notice written notice. If CLORACKS shall so terminate this Agreement, XXXX shall be entitled to compensation for 2 weeks beyond the termination date of such termination, unless XXXX is in violation of this Agreement. If XXXX is in violation of this Agreement, CLORACKS may terminate employment with cause without notice and with compensation to XXXX only to the date of such termination. As used in this Agreement, the Time term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of Sale Prospectusduty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. The compensation paid under this Agreement shall be RAUL's exclusive remedy. If RAUL's employment is terminated by CLORACKS without cause, XXXX shall continue to receive XXXXx base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of 2 weeks from the Prospectus effective date of termination (the "Severance Period"). The salary and fringe benefits to be paid are referred to herein as under development, infringe, misappropriate, or violate, the "Termination Compensation." XXXX shall not be entitled to any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, Termination Compensation unless: (i) no employee of the Company is in or has been in violation XXXX complies with all surviving provisions of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreementconfidentiality agreement or inventions assignment agreement that XXXX signed, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; and (ii) the duty XXXX executes and delivers to CLORACKS after a notice of candor termination a release in form and good faith as required substance acceptable to CLORACKS, by the United States Patent which XXXX releases CLORACKS from any obligations and Trademark Office during the prosecution liabilities of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirementsany type whatsoever under this Agreement, all such requirements have been complied with. The Company and its subsidiaries have complied except for CLORACKS's obligations with the terms of each agreement pursuant to which Company Intellectual Property has been licensed respect to the Company or any subsidiaryTermination Compensation, and all such agreements are in full force and effect. The product candidates described in the Registration Statementthat release shall not affect RAUL's right to indemnification, the Time of Sale Prospectusif any, and the Prospectus as under development by the Company or any subsidiary fall for actions taken within the scope of XXXXx employment. Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided until all applicable revocation periods have fully expired, and the claims of one or more patents or patent applications exclusively licensed tomutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for RAUL's release. If Xxxx Xxxxxxxx terminates this Agreement by providing appropriate notice, the Company Company, at its election, may (i) require Xxxx Xxxxxxxx to continue to perform Xxxx Mansuetos duties hereunder for the frill notice period, or (ii) terminate Xxxx Xxxxxxxx'x employment at any subsidiarytime during such notice period, provided that any such termination shall not be deemed to be a termination without cause of Xxxx Xxxxxxxx'x employment by CLORACKS CORPORATION. Unless otherwise provided by this Section, all compensation and benefits paid by CLORACKS CORPORATION to Xxxx Xxxxxxxx shall cease upon his last day of employment.

Intellectual Property Rights. The Company and its subsidiaries have obtainedowns, or has obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that it or which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”), except where the failure to own or obtain Intellectual Property would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, except as described in the conduct Registration Statement, the Time of its Sale Prospectus and its subsidiaries respective businesses does the Prospectus, and except as would not and will not conflict reasonably be expected, individually or in any material respect with any intellectual property right of another. To the Company’s knowledgeaggregate, to have a Material Adverse Effect: (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Company such Intellectual Property described Property. Except as would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Prospectusto have a Material Adverse Effect, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge, (i) no employee of the Company is in or 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, non-disclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) , or actions undertaken by the employee while employed with the Company. To the Company’s knowledge, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the duty of candor and good faith disclosure as required by the United States U.S. Patent and Trademark Office during the prosecution of the United States patents and patent applications included in within the Company Intellectual Property have been complied with; , and (iii) in all foreign offices having a similar requirementsrequirement, all such requirements have requirement has been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”), and that are (ii) the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or can acquire on reasonable terms, the Intellectual Property necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, the “Company Necessary Intellectual Property”), except where the failure to own, failure to possess a license to, inability to acquire any such Necessary Intellectual Property would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (iA) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariessubsidiaries and except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (iiB) there is no infringement by third parties of any Company Intellectual Property described that would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceableas would not, in whole individually or in part. There the aggregate, reasonably be expected to result in a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i1) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (2) challenging the validity, enforceability or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization scope of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of anothergranted and issued government-registered Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceedingproceeding or claim that, if asserted on the date hereof, would reasonably be expected to succeed; or (3) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or claim. To would, upon conducting its business as currently conducted or as currently proposed to be conducted as described in the Company’s knowledgeRegistration Statement, (i) no employee the Time of Sale Prospectus or the Prospectus, infringe or violate, any valid, unexpired and issued government-registered patent, trademark, trade name, service name or copyright of others, and the Company is in or has been in violation currently unaware of any term of facts which would form a reasonable basis for any employment contractsuch action, patent disclosure agreementsuit, invention assignment agreementproceeding or claim that, non-competition agreementif asserted on the date hereof, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant would reasonably be expected to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied withsucceed. The Company and its subsidiaries have complied or will comply in due time with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, except where failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as currently under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as otherwise expressly disclosed or described in the Disclosure Package and the Prospectus, the Company and its subsidiaries have obtained, Subsidiaries own or possess valid and enforceable licenses for the inventions, patent applications, patents, or other rights to use all trademarks, trade names, service marks, patent rights (including all patents and patent applications), copyrights, domain names, copyrightslicenses, approvals, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions, trade secrets, technologies, proprietary techniques (including processes and substances) and other intellectual property similar rights (collectively, "Intellectual Property Rights") reasonably necessary to conduct its business as now conducted and as currently contemplated to be conducted as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, free and clear of all liens, claims and encumbrances, other than as described in the Registration Statement, the Time of Sale Prospectus, Disclosure Package and the Prospectus Prospectus; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Other than as being licensed by them and that are necessary for described in the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledgeRegistration Statement, the conduct of its Disclosure Package and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, Prospectus: (i) there are no third parties who have any rights to any Company in the Intellectual Property Rights that could preclude the Company and its Subsidiaries from conducting their business as currently conducted or as presently contemplated to be conducted as described in the Registration Statement, the Time of Sale Prospectus, Disclosure Package and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesProspectus; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is are no pending or, to the best knowledge of the Company’s knowledge, threatened actionactions, suitsuits, proceeding proceedings, investigations or claim claims by others: (i) others challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, Subsidiaries (or otherwise violates, or would, upon if the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been Rights are licensed to the Company or any subsidiaryof its Subsidiaries, the licensor thereof) in any Intellectual Property owned or licensed to the Company and its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries nor (if the Intellectual Property Rights are licensed to the Company and its Subsidiaries) the licensor thereof has infringed, or received any notice of infringement of or conflict with, any rights of others with respect to the Intellectual Property; and (iv) there is no dispute between any of the Company and its Subsidiaries and any licensor with respect to any Intellectual Property Right. The Company and its Subsidiaries have taken all steps necessary or appropriate to protect, maintain and safeguard the Intellectual Property Rights for which improper or unauthorized disclosure would impair its value or validity and has entered into appropriate and enforceable (i) nondisclosure and confidentiality agreements, (ii) invention assignment and other assignment agreements with all current employees and contractors, and all such agreements are in full force past employees and effect. The product candidates described in contractors to the Registration Statement, extent material to the Time business of Sale Prospectusthe Company and its Subsidiaries, and (iii) has made appropriate filings and registrations in connection with the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryforegoing.

Intellectual Property Rights. The Except as disclosed in the Applicable Prospectuses, the Company and each of its subsidiaries have obtained, valid and enforceable licenses for the inventions, patent applications, patents, own or possess sufficient trademarks, trade names, service namespatent rights, copyrights, domain names, licenses, approvals, trade secrets, secrets and other intellectual property described in similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted and as the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses as currently conducted or as currently discloses is proposed to be conducted (collectively, “Company Intellectual Property”). To including the Company’s knowledge, the conduct commercialization of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property products or services described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed under development); and the expected expiration of any of such Intellectual Property Rights would not impact the Company’s ability to conduct their businesses as now conducted and as the Registration Statement, the Time of Sale Prospectus and the Prospectus discloses is proposed to be conducted (including the commercialization of products or services described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development) except to the Company extent the failure to own, possess or one acquire on reasonable terms would not reasonably be expected, individually or more of its subsidiariesin the aggregate, to result in a Material Adverse Change. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and except as disclosed in each Applicable Prospectus, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property Rights; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There Rights; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in or to any Company Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (ii) asserting that claim by others challenging the Company validity, enforceability or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization scope of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of anotherIntellectual Property Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To ; (v) there is no pending or, to the Company’s knowledge, (i) no employee threatened action, suit, proceeding or claim by others that the Company or its subsidiary infringes or otherwise violates, or would, upon the commercialization of products or services described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development, infringe or violate, any existing patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is in or has been in violation unaware of any term of facts that would form a reasonable basis for any employment contractsuch action, patent disclosure agreementsuit, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, proceeding or any restrictive covenant claim; (vi) to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) ’s knowledge, there is no prior art that may render any patent application within the duty of candor and good faith as required by Intellectual Property Rights unpatentable that has not been disclosed to the United States U.S. Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied withOffice; and (iiivii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, prospectus and the Prospectus as under clinical development by the Company or any its subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiary. None of the technology employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, any of its or any of its subsidiary’s officers, directors or employees or otherwise in violation of the rights of any persons, except in each case for such violations as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Intellectual Property Rights. The Company Parent and its subsidiaries own, possess, license or have obtained, valid and enforceable licenses for the inventionsother rights to use all material patents, patent applications, patentstrademarks, trademarkscopyrights, service marks, trade names, service names, copyrights, trade secrets, know-how, confidential information, proprietary information and other intellectual property described in necessary to conduct the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being licensed business now operated by them and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted in all material respects (collectively, “Company Intellectual Property”), except as disclosed in the Pricing Disclosure Package. To the Company’s knowledgeWith respect to Intellectual Property, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property except as described in the Registration StatementPricing Disclosure Package, to the knowledge of Parent, the Time of Sale Prospectus, Issuers and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and their subsidiaries (iiA) there is no infringement by third parties of any Company such Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by that would have a court of competent jurisdiction invalid or unenforceable, in whole or in part. There Material Adverse Effect; (B) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights of Parent or any of its subsidiaries in or to any Company such Intellectual PropertyProperty that would reasonably be expected to have, and individually or in the Company aggregate, a Material Adverse Effect; (C) there is unaware of any facts which would form a reasonable basis for any such no pending or threatened action, suit, proceeding or claim; claim by others challenging the validity or (ii) asserting scope of such Intellectual Property that the Company if determined adversely to Parent or any of its subsidiaries infringeswould have a Material Adverse Effect; (D) there is no pending or threatened action, misappropriatessuit, proceeding or claim by others that Parent or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, violates any patent, trademark, trade namecopyright, service name, copyrightxxxx, trade secret, secret or other proprietary right right, information or material of anotherothers that would reasonably be expected to have, and individually or in the Company aggregate, a Material Adverse Effect; (E) there is unaware no patent or patent application that contains claims that dominate or may dominate any Intellectual Property referred to in the Pricing Disclosure Package or that is necessary for the conduct of the business of Parent or its subsidiaries or that interferes with the issued or pending claims of any facts which such Intellectual Property, except as would form not have a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied withMaterial Adverse Effect; and (iiiF) there is no prior invention that may render any patent held by Parent or its subsidiaries invalid or any patent application submitted by Parent or any of its subsidiaries unpatentable which prior invention has not been disclosed to the relevant patent and trademark authorities, except as would not have a Material Adverse Effect. The statements contained in the Pricing Disclosure Package relating to Intellectual Property under the headings “Risk Factors—Risks Relating to Our Business—If generic products that compete with any of our branded pharmaceutical products are approved and sold, sales of our products may be adversely affected,” “—Our trademarks, patents and other intellectual property are valuable assets and if we are unable to protect them from infringement or challenges, our business prospects may be harmed,” “—Recent legal and regulatory requirements could make it more difficult for us to obtain new or expanded approvals for our products, and could limit or make more burdensome our ability to commercialize our approved products” and “—Delays and uncertainties in clinical trials or the government approval process for new products could result in lost market opportunities and hamper our ability to recoup costs associated with product development,” and under “Business—Our Principal Products” and “—Patents, Proprietary Rights and Trademarks,” insofar as such statements and other references summarize legal matters, agreements, documents or proceedings, are accurate and fair summaries in all foreign offices having similar requirementsmaterial respects of such legal matters, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company agreements, documents or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryproceedings.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for the all inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or which are necessary in all material respects for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, except as could not reasonably be expected, individually or in the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledgeaggregate, to have a Material Adverse Effect: (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors or co-ownership rights with respect to Company Intellectual Property that is are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being subject to a third party’s joint ownership interest or as being licensed to the Company or one or more any of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described Property. Except as could not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Prospectusto have a Material Adverse Effect, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s Company or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effecteffect as to the Company and its subsidiaries and to the Company’s knowledge as to the other parties to such agreements. The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary and its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryand its subsidiaries.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, and the conduct of its and its subsidiaries their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property right such rights of anotherothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described Property. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and Prospectus or the Prospectus has not been adjudged by a court of competent jurisdiction invalid and any related claims, assertions or unenforceablechallenges, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, 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, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the . The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign non-U.S. offices having similar requirements, all such requirements have been complied with. The None of the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company owned Intellectual Property has been licensed to or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, and all such agreements are directors or employees or otherwise in full force and effectviolation of the rights of any persons. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, General Disclosure Package and the Prospectus as being owned or licensed by them or, except as disclosed in the Registration Statement, the General Disclosure Package and that the Prospectus, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted conducted, except where the failure to so own or hold as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (collectively, “Company Intellectual Property”). To the Company’s knowledge, and except as disclosed in the conduct of its Registration Statement, the General Disclosure Package and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledgeProspectus, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus as licensed to the Company or one or more any of its subsidiaries; , (ii) the Company is not obligated to grant an option or license to any third party in connection with any Intellectual Property owned by, or licensed to, the Company, and (iiiii) there is no infringement by third parties of any Company Intellectual Property described Property, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus, General Disclosure Package and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s ownership of, or rights in or to to, any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted as of the date hereof, would reasonably be expected to succeed; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim that, if asserted as of the date hereof, would reasonably be expected to succeed; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, General Disclosure Package or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceedingproceeding or claim that, or claim. To the Company’s knowledge, (i) no employee if asserted as of the Company is in date hereof, would reasonably be expected to succeed. Except as would not reasonably be expected, individually or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property aggregate, to have been complied with; a Material Adverse Effect or as otherwise disclosed in the Registration Statement, the General Disclosure Package and (iii) in all foreign offices having similar requirementsthe Prospectus, all such requirements have been complied with. The the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryof its subsidiaries, and all such agreements are in full force and effect. The To the Company’s knowledge, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the product candidates described in the Registration Statement, the Time of Sale Prospectus, General Disclosure Package and the Prospectus as under development by the Company or any subsidiary of its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryof its subsidiaries and included in the Intellectual Property. To the knowledge of the Company, all patents and patent applications owned by, or exclusively licensed to, the Company have been duly and properly filed and maintained except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, the parties prosecuting such patents and patent applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office, and the Company is not aware of any facts required to be disclosed to such office that were not disclosed to such office and, as such, which would preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued from such applications.

Intellectual Property Rights. The Company and its subsidiaries have obtained, valid and enforceable licenses for the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, and other intellectual property Except as described in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus, the Company owns or has valid, binding and enforceable licenses or other rights under the Prospectus as being licensed by them patents, patent applications, licenses, inventions, copyrights, know how (including trade secrets and that are necessary for the conduct of their respective businesses as currently conducted other unpatented and/or unpatentable proprietary or as currently proposed to be conducted (collectivelyconfidential information, “Company Intellectual Property”systems or procedures). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any trademarks, service marks, trade names or other intellectual property right necessary for, or used in the conduct, or the proposed conduct, of another. To the Company’s knowledge, (i) there are no third parties who have rights to any business of the Company Intellectual Property in the manner described in the Registration Statement, the Time General Disclosure Package and the Prospectus (collectively, the “Intellectual Property”); the patents, trademarks, and copyrights, if any, included within the Intellectual Property are valid and enforceable, and have been duly and properly filed and maintained; other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of Sale Prospectusany claim of infringement, misappropriation or conflict with any patent, copyright, know how, trademark, service xxxx, trade name or other proprietary rights of others with respect to any of the Company’s products, product candidates, services, processes or Intellectual Property, (C) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product, product candidate, service, or process described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe, misappropriate or violate any patent, copyright, know how, trademark, service xxxx, trade name or other proprietary rights of others, and the Prospectus as Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, (D) none of the technology employed by the Company has been obtained or is being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees or otherwise in violation of the rights of any persons, (E) no third party has any ownership right in or to any Intellectual Property that is owned by the Company, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for than any customary reversionary rights of third-party licensors with respect to Company such Intellectual Property that is disclosed in the Registration StatementProperty, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (iiF) there is no material infringement by third parties of any Company Intellectual Property described in the Registration StatementProperty, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There (G) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s ownership of, or rights in or to, any Intellectual Property and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, and (H) 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 Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that . The Company is in compliance with the Company or any terms of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon each agreement pursuant to which Intellectual Property has been licensed to the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of anotherCompany, and the Company is unaware of any facts which would form a reasonable basis for any all such action, suit, proceeding, or claimagreements are in full force and effect. To the Company’s knowledge, (i) no employee of the Company is in or 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, non-disclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied employee while employed with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. The Company and its subsidiaries have obtained, owns or possesses or has valid and enforceable licenses for the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets, secrets and other intellectual property similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company as currently carried on and as described in the Registration Statement, the Time of Sale Pricing Disclosure Package and the Prospectus, and except where the Prospectus as being licensed failure to own, possess or have valid rights to use any of the foregoing would not reasonably be expected to result in a Material Adverse Change on the Company. To the knowledge of the Company, no action or use by them and that are the Company necessary for the conduct of their respective businesses its business as currently conducted or carried on and as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus would reasonably be expected to involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as being exclusively licensed would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change: (A) to the knowledge of the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Company of the Intellectual Property described Rights owned by the Company; (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 in the Registration Statement, the Time of Sale Prospectusor to any such Intellectual Property Rights, and the Prospectus. The Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property described in Rights owned by the Registration StatementCompany and, to the knowledge of the Company, the Time of Sale Prospectus, and Intellectual Property Rights licensed to the Prospectus has Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property Rights or other proprietary right rights of anotherothers, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To ; and (E) to the Company’s knowledge, (i) no employee of the Company is in or 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent employee while employed with the Company. To the Company’s knowledge, all material technical information developed by and Trademark Office during the prosecution of the United States patents and patent applications included in belonging to the Company Intellectual Property have which has not been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have patented has been complied withkept confidential. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights of any other person or entity that are required to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described be set forth in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as under development and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except where the failure to own or license such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company Borrower and its subsidiaries have obtainedeach Restricted Subsidiary is the registered and beneficial owner of, valid with good and enforceable licenses for the inventionsmarketable title, free of all licenses, franchises and Liens other than Permitted Liens, to all patents, patent applications, patentstrade marks, trademarkstrade xxxx applications, trade names, service namesmarks, copyrights, industrial designs, integrated circuit topographies, or other rights with respect to the foregoing and other similar property, used in or necessary for the present and planned future conduct of its business, without any conflict with the rights of any other Person, other than as listed on Schedule 3.22, or other than for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All material patents, trade secretsmarks, trade names, service marks, copyrights, industrial designs, integrated circuit topographies, and other similar rights owned or licensed by the Borrower or any Restricted Subsidiary, and all rights of the Borrower and each Restricted Subsidiary to the use of any patents, trade marks, trade names, service marks, copyrights, industrial designs, integrated circuit topographies, or other similar rights, are described in Schedule 3.22 (collectively, the “Intellectual Property Rights”). Except as set forth in Schedule 3.22, no material claim has been asserted and is pending by any Person with respect to the use by the Borrower or any Restricted Subsidiary of any intellectual property described in or challenging or questioning the Registration Statementvalidity, the Time enforceability or effectiveness of Sale Prospectus, and the Prospectus as being licensed by them and that are any intellectual property necessary for the conduct of their respective businesses the business of the Borrower or any Restricted Subsidiary. Except as currently conducted disclosed in Schedule 3.22 or except as currently proposed could not reasonably be expected to be conducted have a Material Adverse Effect, (collectivelyi) the Borrower and each Restricted Subsidiary has the exclusive right to use the intellectual property which the Borrower (or each Restricted Subsidiary) owns, “Company Intellectual Property”). To (ii) all applications and registrations for such intellectual property are current, and (iii) to the Company’s knowledgeknowledge of the Borrower, the conduct of its the Borrower’s and its subsidiaries respective businesses each Restricted Subsidiary’s business does not and will not conflict in any material respect with any infringe the intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryPerson.

Intellectual Property Rights. The Except as described in the Applicable Prospectuses, the Company is the sole and its subsidiaries have obtainedexclusive owner of all right, title and interest in and to, or has a valid and enforceable licenses for the inventionsright to use pursuant to a written license, patent applications, patents, all trademarks, trade names, service namesmarks, patents, patent applications, other patent rights, copyrights, domain names, software, inventions, processes, databases, know-how (including trade secrets, secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property described rights, whether registered or unregistered and in the Registration Statementany jurisdiction (collectively, the Time of Sale Prospectus, and the Prospectus as being licensed by them and that are “Intellectual Property Rights”) reasonably necessary for the to conduct of their respective businesses as currently now conducted or as currently proposed to be conducted (collectivelyas described in the Applicable Prospectuses, “Company Intellectual Property”)free and clear of all liens and encumbrances. To the knowledge of the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights business as now conducted or proposed to any Company Intellectual Property be conducted as described in the Registration StatementProspectuses, the Time does not infringe, conflict with or otherwise violate any Intellectual Property Rights of Sale Prospectusothers, and the Prospectus Company has not received, and has no reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property Rights of others, or any facts or circumstances which would render any Intellectual Property Rights invalid or inadequate to protect the interest of the Company therein. Except as being exclusively licensed disclosed in the Applicable Prospectuses, to the knowledge of the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described Rights owned by the Company. Except as disclosed in the Registration StatementProspectuses, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim relating to Intellectual Property Rights owned by others: (i) challenging the Company’s rights . Except as disclosed in or to any Company Intellectual Propertythe Prospectuses, and the Company is unaware not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any facts which would form a reasonable basis other person or entity. All licenses for any such action, suit, proceeding Intellectual Property Rights owned or claim; or (ii) asserting that used by the Company are valid, binding upon and enforceable by 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 Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and against the Company is unaware of any facts which would form a reasonable basis for any such actionand, suit, proceeding, or claim. To to the Company’s knowledge, (i) no employee against the parties thereto in accordance with their terms. None of the technology employed by the Company is in or has been obtained or is being used by the Company in violation of any term contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied withthird party. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed All assignments from inventors to the Company or any subsidiary, have been obtained and filed with the appropriate patent offices for all such agreements are in full force and effectof the Company’s patent applications. The product candidates described Except as disclosed in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed toProspectuses, the Company does not have knowledge of any claims of third parties to any ownership interest or any subsidiary.lien with respect to the Company’s or its licensors’ patents and patent

Intellectual Property Rights. The Company and or its subsidiaries have obtained, Subsidiaries owns or possesses or has valid and enforceable licenses for the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets, secrets and other intellectual property similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as being licensed Prospectus. To the knowledge of the Company, there are no liens or security interests in the Intellectual Property Rights. To the knowledge of the Company, no action or use by them and that are the Company or any of its Subsidiaries necessary for the conduct of their respective businesses its business as currently conducted carried on and as described in the Registration Statement and the Prospectus will involve or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights give rise to any Company Intellectual Property infringement of, or license or similar fees (other than license or similar fees described or contemplated in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus Prospectus) for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement of, license or similar fees for, or conflict with, any asserted Intellectual Property Rights of others. Except as being exclusively licensed would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change, (i) to the knowledge of the Company, including there is no liensinfringement, security interests, misappropriation or other encumbrances, except for customary reversionary rights violation by third parties of third-party licensors with respect to Company any of the Intellectual Property that is disclosed in Rights owned by the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by third parties others challenging the rights of the Company in or to any Company such Intellectual Property described in the Registration Statement, the Time of Sale ProspectusRights, and the Prospectus. The Company is unaware of any facts which would form a reasonable basis for any such claim, that would reasonably be expected to result in a Material Adverse Change; (iii) the Intellectual Property described in Rights owned by the Registration StatementCompany and, to the knowledge of the Company, the Time of Sale Prospectus, and Intellectual Property Rights licensed to the Prospectus has Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would reasonably be expected to result in a Material Adverse Change; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property Rights or other proprietary right rights of anotherothers, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To claim that would reasonably be expected to result in a Material Adverse Change; and (v) to the Company’s knowledge, (i) no employee of the Company is in or 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent employee while employed with the Company and Trademark Office during the prosecution of the United States patents and patent applications included could reasonably be expected to result, individually or in the Company Intellectual Property have been complied with; and (iii) aggregate, in all foreign offices having similar requirementsa Material Adverse Change. To the Company’s knowledge, all such requirements have material technical information developed by and belonging to the Company which has not been complied withdisclosed in a filed patent application has been kept confidential. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights of any other person or entity that are required to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described be set forth in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as under development and are not described therein. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”), except to the extent the failure to own or possess adequate rights to such Intellectual Property, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. To Neither the Company’s knowledge, Company nor any of its subsidiaries has received any written notice that the conduct of its and its subsidiaries their respective businesses does not and will not conflict infringes, misappropriates or otherwise conflicts in any material respect with any intellectual property right such rights of anotherothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s 's knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; , and (ii) except as set forth in the Registration Statement and the Prospectus, there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Statement or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim, except, in each case, where such action, suit, proceeding or claim would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. 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 where the failure to comply would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. To the Company’s knowledge, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality and invention assignment agreements with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and each of its subsidiaries have obtained, Subsidiaries owns or possesses or has valid and enforceable licenses for the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets, secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses the business of the Company and each of its Subsidiaries as currently conducted or carried on and as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time Pricing Disclosure Package and the Prospectus. To the knowledge of Sale Prospectusthe Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as being exclusively licensed would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Company of the Intellectual Property described Rights owned by the Company; (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 in the Registration Statement, the Time of Sale Prospectusor to any such Intellectual Property Rights, and the Prospectus. 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 referred to in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property described in Rights owned by the Registration StatementCompany and, to the knowledge of the Company, the Time of Sale Prospectus, and Intellectual Property Rights licensed to the Prospectus has Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty 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 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property Rights or other proprietary right rights of anotherothers, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such actionclaim that would, suitindividually or in the aggregate, proceedingtogether with any other claims in this Section 2.33, or claim. To reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, (i) no employee of the Company is in or 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent employee while employed with the Company and Trademark Office during the prosecution of the United States patents and patent applications included could reasonably be expected to result, individually or in the Company Intellectual Property have been complied with; and (iii) aggregate, in all foreign offices having similar requirementsa Material Adverse Change. To the Company’s knowledge, all such requirements have material technical information developed by and belonging to the Company which has not been complied withpatented has been kept confidential. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights of any other person or entity that are required to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described be set forth in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as under development and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. The Except as disclosed in the Registration Statement and the Prospectus, the Company and its subsidiaries own, possess, license or have obtainedother rights to use, valid or could obtain on commercially reasonable terms, all foreign and enforceable licenses for the inventionsdomestic patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service namescopyrights, copyrightslicenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property described in the Registration Statement(collectively, the Time of Sale Prospectus“Intellectual Property”), and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses as currently now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. Except as currently proposed to be conducted (collectively, “Company Intellectual Property”). To disclosed in the Company’s knowledge, Registration Statement and the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, Prospectus (i) there are no rights of third parties who have rights to any Company such Intellectual Property described owned by the Company and its subsidiaries, except for licenses granted in the Registration Statementordinary course to third parties, or that could not, individually or in the Time of Sale Prospectusaggregate, and the Prospectus as being exclusively licensed reasonably be expected to result in a Material Adverse Change; (ii) to the Company’s knowledge, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company such Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s and its subsidiaries’ rights in or to any Company such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (iiv) asserting there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of and its subsidiaries infringes, misappropriates, infringe or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, violate any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (i) no employee of as defined in 35 U.S.C. § 135), or the Company is equivalent in or any other jurisdiction, has been commenced against any patent or patent application described in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, the Registration Statement and the Prospectus as being owned by or any restrictive covenant licensed to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; and (iivii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any such subsidiary, and all such agreements are in full force and effect. The product candidates described , except, in the Registration Statementcase of any of clauses (i)-(vii) above, the Time of Sale Prospectus, and the Prospectus as under development for any such infringement by the Company third parties or any subsidiary fall within such pending or threatened suit, action, proceeding or claim as would not, individually or in the scope of the claims of one or more patents or patent applications exclusively licensed toaggregate, the Company or any subsidiaryreasonably be expected to result in a Material Adverse Change.

Intellectual Property Rights. (i) The Company and each of its subsidiaries have obtained, Subsidiary owns or possesses or has valid and enforceable licenses for the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets, secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses the business of the Company and its Subsidiary as currently conducted or carried on and as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time Pricing Disclosure Package and the Prospectus. To the knowledge of Sale Prospectusthe Company, no action or use by the Company or any of its Subsidiary necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as being exclusively licensed would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Company of the Intellectual Property described Rights owned by the Company; (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 in the Registration Statement, the Time of Sale Prospectusor to any such Intellectual Property Rights, and the Prospectus. 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 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property described in Rights owned by the Registration StatementCompany and, to the knowledge of the Company, the Time of Sale Prospectus, and Intellectual Property Rights licensed to the Prospectus has Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty 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 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; or (ii) asserting claim by others that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, Intellectual Property Rights or other proprietary right rights of anotherothers, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such actionclaim that would, suitindividually or in the aggregate, proceedingtogether with any other claims in this Section 2.33, or claim. To reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, (i) no employee of the Company is in or 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, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required , or actions undertaken by the United States Patent employee while employed with the Company and Trademark Office during the prosecution of the United States patents and patent applications included could reasonably be expected to result, individually or in the Company Intellectual Property have been complied with; and (iii) aggregate, in all foreign offices having similar requirementsa Material Adverse Change. To the Company’s knowledge, all such requirements have material technical information developed by and belonging to the Company which has not been complied withpatented has been kept confidential. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights of any other person or entity that are required to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described be set forth in the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Prospectus as under development and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarypersons.

Intellectual Property Rights. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have obtained, owns or possesses valid and enforceable licenses for the inventions, patent applications, patents, or other rights to use all trademarks, trade names, service marks, patent rights (including all patents and patent applications), copyrights, domain names, copyrightslicenses, approvals, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions, trade secrets, technologies, proprietary techniques (including processes and substances) and other intellectual property similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted and as currently contemplated to be conducted as disclosed in the Registration Statement and the Prospectus, free and clear of all liens, claims and encumbrances, other than as described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus Prospectus; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Other than as being licensed by them described in the Registration Statement and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, Prospectus: (i) there are no third parties who have any rights to any Company in the Intellectual Property that could preclude the Company from conducting its business as currently conducted or as presently contemplated to be conducted as described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesProspectus; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is are no pending or, to the best knowledge of the Company’s knowledge, threatened actionactions, suitsuits, proceeding proceedings, investigations or claim claims by others: (i) others challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company (or if the Intellectual Property is licensed, the licensor thereof) in any Intellectual Property owned or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant licensed to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (iiiii) neither the Company nor (if the Intellectual Property is licensed) the duty licensor thereof has infringed, or received any notice of candor and good faith as required by infringement of or conflict with, any rights of others with respect to the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied withProperty; and (iiiiv) in all foreign offices having similar requirements, all such requirements have been complied withthere is no dispute between the Company and any licensor with respect to any Intellectual Property Right. The Company has taken all reasonable steps to protect, maintain and safeguard the Intellectual Property Rights for which improper or unauthorized disclosure would impair its subsidiaries have complied value or validity and has entered into appropriate and enforceable nondisclosure and confidentiality agreements and made appropriate filings and registrations in connection with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryforegoing.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, or otherwise have sufficient rights to use, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To , except where the failure to so own, license or otherwise hold or acquire would not reasonably be expected to have a Material Adverse Change, and to the Company’s knowledge, the Company’s conduct of its and its subsidiaries their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property right such rights of anotherothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication, except as would not reasonably be expected to have a Material Adverse Change. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company material Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Statement or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim, except in each case as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. 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, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) , except as would not reasonably be expected, individually or in the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution aggregate, to result in a Material Adverse Change. None of the United States patents and patent applications included in the Company owned material Intellectual Property have been complied with; or technology (including information technology and (iiioutsourced arrangements) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development employed by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries has been obtained or more patents or patent applications exclusively licensed to, is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, and the conduct of its and its subsidiaries their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect with any intellectual property right respect. Except as otherwise disclosed in the Registration Statement or the Prospectus, to the Company’s knowledge, none of anotherthe Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement or the Prospectus; and (ii) there is no infringement infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property described owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Registration Statement, Intellectual Property; (vii) the Time duties of Sale Prospectuscandor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and the Prospectus. The Company Intellectual Property described all such requirements in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, foreign offices having similar requirements applicable to the Company’s knowledgeCompany and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Company maintain and safeguard their Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (iiv) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (iiB) challenging the duty validity, enforceability or scope of candor and good faith as required by any Intellectual Property; or (C) asserting that the United States Patent and Trademark Office during Company or any of its subsidiaries infringes or otherwise violates, or would, upon the prosecution commercialization of the United States patents and patent applications included any product or service described in the Registration Statement 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. Other than as disclosed in the Registration Statement and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied withProperty. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no 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. The product candidates products described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company All information, ideas, concepts, improvements, discoveries, and its subsidiaries have obtained, valid and enforceable licenses for the inventions, patent applicationswhether patentable or not, patentswhich are conceived, trademarksmade, trade developed or acquired by XXXX, individually or in conjunction with others, during XXXXx employment by CLORACKS (whether during business hours or otherwise and whether on CLORACKS's premises or otherwise) which relate to CLORACKS's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, service names, copyrights, trade secretsand marks), and other intellectual all writings or materials of any type embodying any of such items, shall be disclosed to CLORACKS and are and shall be the sole and exclusive property described in of CLORACKS. NON-COMPETE AGREEMENT, XXXX recognizes that the Registration Statement, various items of Information are special and unique assets of the Time of Sale Prospectus, company and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed need to be conducted (collectivelyprotected from improper disclosure. In consideration of the disclosure of the Information to XXXX, “Company Intellectual Property”). To XXXX agrees and covenants that for a period of 3 years following the Company’s knowledgetermination of this Agreement, the conduct of its and its subsidiaries respective businesses does not and whether such termination is voluntary or involuntary, XXXX will not conflict directly 01* indirectly engage in any material respect business competitive with any intellectual property right of anotherCLORACKS. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed This covenant shall apply to the Companygeographical area that includes all of the State of Nevada. Directly or indirectly engaging in any competitive business includes, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that but is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by otherslimited to: (i) challenging the Company’s rights engaging in a business as owner, partner, or to any Company Intellectual Propertyagent, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting becoming an employee, rendering advice or offering services to <my third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer or current Executive or Employee of CLORACKS for the Company benefit of a third party that is engaged in such business. XXXX agrees that this non-compete provision will not adversely affect RAUL's livelihood. During the Employment Period, XXXX will devote XXXXx full-time efforts to the business of CLORACKS and will not engage in consulting work or any of its subsidiaries infringes, misappropriates, trade or otherwise violates, business for his own account or would, upon the commercialization for or on behalf of any product other person, firm or service described corporation that competes, conflicts or interferes with the performance of his duties under this Agreement. BENEFITS, XXXX shall be entitled to employment benefits, including holidays, personal leave, sick leave, vacation, health insurance, disability insurance, life insurance and pension plan as provided by CLORACKS's policies in effect from time to time. CLORACKS CORPORATION in its sole discretion may, from time to time, award CLORACKS CORPORATION a bonus (the Registration StatementBonus). CLORACKS CORPORATION in its sole discretion may, from time to time, award Xxxx Xxxxxxxx option to purchase shares of the Employers capital stock (the Stock). TERM/TERMINATION* RAUL's employment under this Agreement shall be for an unspecified term on an Mat will" basis. This Agreement may be terminated by CLORACKS upon "10 days" written notice written notice, and by XXXX upon "10 days" written notice written notice. If CLORACKS shall so terminate this Agreement, XXXX shall be entitled to compensation for 2 weeks beyond the termination date of such termination, unless XXXX is in violation of this Agreement. If XXXX is in violation of this Agreement, CLORACKS may terminate employment with cause without notice and with compensation to XXXX only to the date of such termination. As used in this Agreement, the Time term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of Sale Prospectusduty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. The compensation paid under this Agreement shall be RAUL's exclusive remedy. If RAUL's employment is terminated by CLORACKS without cause, XXXX shall continue to receive XXXXx base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of 2 weeks from the Prospectus effective date of termination (the "Severance Period"). The salary and fringe benefits to be paid are referred to herein as under development, infringe, misappropriate, or violate, the "Termination Compensation." XXXX shall not be entitled to any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, Termination Compensation unless: (i) no employee of the Company is in or has been in violation XXXX complies with all surviving provisions of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreementconfidentiality agreement or inventions assignment agreement that XXXX signed, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; and (ii) the duty XXXX executes and delivers to CLORACKS after a notice of candor termination a release in form and good faith as required substance acceptable to CLORACKS, by the United States Patent which XXXX releases CLORACKS from any obligations and Trademark Office during the prosecution liabilities of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirementsany type whatsoever under this Agreement, all such requirements have been complied with. The Company and its subsidiaries have complied except for CLORACKS's obligations with the terms of each agreement pursuant to which Company Intellectual Property has been licensed respect to the Company or any subsidiaryTermination Compensation, and all such agreements are in full force and effect. The product candidates described in the Registration Statementthat release shall not affect RAUL's right to indemnification, the Time of Sale Prospectusif any, and the Prospectus as under development by the Company or any subsidiary fall for actions taken within the scope of XXXXx employment. Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided until all applicable revocation periods have fully expired, and the claims of one or more patents or patent applications exclusively licensed tomutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for RAUL's release. If Xxxx Xxxxxxxx terminates this Agreement by providing appropriate notice, the Company Company, at its election, may (i) require Xxxx Xxxxxxxx to continue to perform Xxxx Mansuetos duties hereunder for the frill notice period, or (ii) terminate Xxxx Xxxxxxxx'x employment at any subsidiarytime during such notice period, provided that any such termination shall not be deemed to be a termination without cause of Xxxx Xxxxxxxx'x employment by CLORACKS CORPORATION. Unless otherwise provided by this Section, all compensation and benefits paid by CLORACKS CORPORATION to Xxxx Xxxxxxxx shall cease upon his last day of employment.

Intellectual Property Rights. The Company and its subsidiaries have obtainedowns, valid and enforceable licenses for the inventionspossesses or can acquire on reasonable terms sufficient trademarks, patent applications, patents, trademarksservice marks, trade names, service patents, copyrights (including registrations and applications for any of the foregoing), domain names, copyrightslicenses, approvals, trade secrets, know how, inventions, technology and other intellectual property described in the Registration Statementsimilar rights (collectively, the Time of Sale Prospectus, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”)as set forth in the SEC Documents. To the Company’s knowledge, the conduct operation of its and its subsidiaries respective businesses does not and will not conflict the business of the Company, as now conducted or as proposed to be conducted in any material respect the SEC Documents, together with any intellectual property right of another. To the Company’s use of the Company’s Intellectual Property Rights, does not conflict with, infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party. Except as disclosed in the SEC Documents, no actions, suits, claims or proceedings have been asserted, or, to the best of our knowledge, (i) there are no third parties who have rights threatened against the Company alleging any of the foregoing or seeking to challenge, deny or restrict the operation of the business of the Company and the Company is unaware of any facts which would form a reasonable basis for any such claim. Except as disclosed in the SEC Documents, the Company has not received any notice of a claim of infringement, misappropriation or conflict with Intellectual Property described Rights of others, except for such claims that would not, individually or the in aggregate, be reasonably expected to have a Material Adverse Effect. Except as disclosed in the Registration StatementSEC Documents, the Time Intellectual Property Rights owned by the Company and, to the knowledge of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company any Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as Rights licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There , and there is no pending or, to the Company’s knowledge, threatened material action, suit, proceeding or claim by others: (i) others challenging the Company’s rights in validity or to scope of any Company such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such actionchallenge, suitexcept for such actions, proceeding suits, proceedings, or claim; claims that would not, individually or (ii) asserting that the in aggregate, be reasonably expected to have a Material Adverse Effect. Except as otherwise disclosed in the SEC Documents, the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the SEC Documents. None of the technology or 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, to the Company’s knowledge, any of its subsidiaries infringesofficers, misappropriates, directors or employees or otherwise violates, or would, upon in violation of the commercialization rights of any product persons. The Company has duly and properly filed or service described caused to be filed with the U.S. Patent and Trademark Office (the “PTO”), foreign patent authorities and/or international patent authorities all patent applications disclosed in the Registration Statement, the Time of Sale Prospectus, or the Prospectus SEC Documents as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and owned by the Company is unaware (the “Company Patent Applications”). The Company has complied with the PTO’s duty of any facts which would form a reasonable basis candor and disclosure for any such action, suit, proceeding, or claimthe Company Patent Applications and has made no material misrepresentation during prosecution of the Company Patent Applications. To the Company’s knowledge, the Company Patent Applications disclose patentable subject matters, correctly name the inventors of the claimed subject matter and the Company has not been notified of any inventorship challenges nor has any interference been declared or provoked. In addition, no material fact is known by the Company that would preclude the issuance of patents with respect to the Company Patent Applications, or that would render such patents, if issued, invalid or unenforceable. The Company has used its commercially reasonable efforts, but in no event less than those efforts which would accord with normal industry practice, to maintain the confidentiality of the trade secrets and other confidential Intellectual Property Rights used in connection with the Company’s business. Except as would not reasonably be expected to have a Material Adverse Effect, all material trade secrets used in connection with the Company’s business are valid and protectable. Furthermore, (i) there has been no employee misappropriation of any material trade secrets or other material confidential Intellectual Property Rights used in connection with the business of the Company by any person; (ii) no employee, independent contractor or agent of the Company has misappropriated any trade secrets of any other person in the course of performance as an employee, independent contractor or agent of the Company; (iii) no third party is using or has been granted any rights to use any trade secret or other confidential Intellectual Property Rights material to the business of the Company; and (iv) no employee, independent contractor or agent of the Company is in default or has been in violation breach of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or contract relating in any restrictive covenant way to the protection, ownership, development, use or with a former employer where the basis transfer of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith Intellectual Property Rights, in each case, except as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included would not, individually or in the Company Intellectual Property aggregate, reasonably be expected to have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiarya Material Adverse Effect.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property (i) that are described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or (ii) except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledgeknowledge and except as otherwise disclosed in the Registration Statement, the conduct Time of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To Sale Prospectus or the Company’s knowledge, Prospectus: (i) there are no third parties who have rights to any Company Intellectual Property, except (A) for Intellectual Property described in the Registration Statement, the Time of Sale Prospectuslicensed pursuant to non-exclusive licenses or sublicenses, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except (B) for retained rights and customary reversionary rights of third-party licensors with respect respect, in the cases of clauses (A) and (B) above, to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To the Company’s knowledgeExcept as could not reasonably be expected to, (i) no employee of the Company is in individually or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property aggregate, have been complied with; and (iii) in all foreign offices having similar requirementsa Material Adverse Effect, all such requirements have been complied with. The the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or patent applications exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, know how, trade secrets, secrets and other intellectual property (1) described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus SEC Documents as being owned or licensed by them and that or (2) which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed in the SEC Documents to be conducted (collectively, “Company Intellectual Property”)) except in the case of clause (2) where the failure to own, possess or acquire such rights would not reasonably be expected, individually or in the aggregate, to result in a material liability or the loss of a material benefit. To Except as would not reasonably be expected, individually or in the aggregate, to result in a material liability or the loss of a material benefit, to the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesProperty; and (ii) there is no infringement by third parties of any Company Intellectual Property described Property. To the Company’s knowledge, the conduct of the Company’s business as currently conducted and as proposed in the Registration StatementSEC Documents to be conducted does not and would not infringe, the Time of Sale Prospectusmisappropriate or otherwise violate any third party’s Intellectual Property. Except as would not reasonably be expected, and the Prospectus. The Company Intellectual Property described individually or in the Registration Statementaggregate, to result in a material liability or the Time loss of Sale Prospectusa material benefit, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus SEC Documents as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To the Company’s knowledgeExcept as would not reasonably be expected, (i) no employee of the Company is in individually or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) aggregate, to result in all foreign offices having similar requirementsa material liability or the loss of a material benefit, all such requirements have been complied with. The the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryits subsidiaries, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus SEC Documents as under development by the Company or any its subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any such subsidiary.

Intellectual Property Rights. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, domain names, copyrights, trade secrets, know how, data, databases, software and other intellectual property and proprietary rights described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or which are used in or necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To , and the Company’s knowledge, its subsidiaries and the conduct of its and its subsidiaries their respective businesses does have no, do not and will not infringe, misappropriate, violate or otherwise conflict in any material respect with any intellectual property right or proprietary rights of anotherothers. The Intellectual Property owned by the Company and its subsidiaries (collectively, “Owned IP”) is valid, subsisting and enforceable and has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Owned IP is owned solely by the Company and its subsidiaries free and clear of all liens, encumbrances and other similar restrictions. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other intellectual property or proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have materially complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Registration StatementIntellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the Time execution of Sale Prospectusnondisclosure and invention assignment agreements with their employees and independent contractors engaged in the development of Intellectual Property for the Company and execution of nondisclosure agreements with employees and independent contractors that have access to trade secrets and other material confidential information of the Company and its subsidiaries, and, to the Company’s knowledge, there has been no unauthorized use or disclosure of any of the confidential Intellectual Property. None of the Intellectual Property or technology (including information technology and the Prospectus as under development outsourced arrangements) used by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries has been obtained or more patents or patent applications exclusively licensed to, is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”)) except to the extent that the failure to own, possess, license or otherwise hold sufficient rights to use such Intellectual Property would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge, except as disclosed in the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To Registration Statement or the Company’s knowledge, Prospectus: (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for (A) customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, or (B) licenses granted in the ordinary course of business to third parties, or that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Statement or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim, except as disclosed in the Registration Statement or the Prospectus. 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, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the . The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The None of the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company owned Intellectual Property has been licensed to or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, and all such agreements are directors or employees or otherwise in full force and effectviolation of the rights of any persons. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries have obtainedowns, or has obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property (1) described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by it or (2) which are necessary for the conduct of its business as currently conducted or as currently proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted (collectively, “Intellectual Property”) except in the case of clause (2) where the failure to own, possess or acquire such rights would not be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as would not be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for Intellectual Property rights which are licensed by the Company from or granted by the Company to its partners, licensors and licensees and customary reversionary rights of third-party licensors with respect to Intellectual Property that is licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Company Intellectual Property described Property. Except as would not be expected to have, individually or in the Registration Statementaggregate, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There Material Adverse Effect there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret, secret or other proprietary right rights of anotherothers, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, proceeding or claim. To Except as would not be expected to have, individually or in the Company’s knowledgeaggregate, (i) no employee of a Material Adverse Effect, the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. The Except as set forth on Schedule 3(x), the Company and its subsidiaries have obtainedSubsidiaries own or possess adequate rights or licenses to use (A) patents (and any renewals and extensions thereof), valid patent rights (and enforceable licenses any applications therefor), rights of priority and other rights in inventions; (B) trademarks, service marks, trade names and trade dress, and all registrations and applications therefor and all legal and common-law equivalents of any of the foregoing; (C) copyrights and rights in mask works (and any applications or registrations for the inventionsforegoing, patent applicationsand all renewals and extensions thereof), patentscommon-law copyrights and rights of authorship including all rights to exploit any of the foregoing in any media and by any manner and means now known or hereafter devised; (D) industrial design rights, trademarksand all registrations and applications therefor; (E) rights in data, trade namescollections of data and databases, service names, copyrights, and all legal or common-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets, proprietary information and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being licensed by them and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted know-how (collectively, “Company Intellectual PropertyProperty Rights”). To , collectively with all licenses and other agreements providing the Company’s knowledge, Company or its Subsidiaries the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual Property Rights material to the operation of their businesses as now conducted and as described in the Registration StatementSEC Documents. Except as set forth on Schedule 3(x), the Time none of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more any of its subsidiaries; Subsidiaries has knowledge that any of them has infringed on any of the Intellectual Property Rights of any Person and (ii) none of the Company or any of its Subsidiaries is infringing on any of the Intellectual Property Rights of any Person. Except as set forth on Schedule 3(x), there is no infringement by third parties action, suit, hearing, claim, notice of any Company Intellectual Property described in the Registration Statementviolation, the Time of Sale Prospectusarbitration or other proceeding, and the Prospectus. The Company Intellectual Property described in the Registration Statementhearing or investigation that is pending, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, is threatened actionagainst, suitthe Company regarding the infringement of any of the Intellectual Property Rights. The Company is not, proceeding to its knowledge, making unauthorized use of any confidential information or claim by others: (i) challenging the Company’s rights in or to trade secrets of any Company Intellectual Propertythird party, and the Company is unaware has not received any notice of any facts which would form a asserted infringement (nor is the Company aware of any reasonable basis for any such action, suit, proceeding or claim; or (iithird party asserting an infringement) asserting that by 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 Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violateof, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right rights of another, and the Company is unaware of a third party with respect to any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied withRights. The Company and its subsidiaries Subsidiaries have complied with taken reasonable security measures to protect the terms secrecy, confidentiality and value of each agreement pursuant to which Company all of their Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications exclusively licensed to, the Company or any subsidiaryRights.

Intellectual Property Rights. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries have obtainedowns, or has obtained valid and enforceable licenses for for, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”), and that are (ii) the Company owns, or has obtained valid and enforceable licenses for, or can acquire on reasonable terms, the Intellectual Property necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, the “Company Necessary Intellectual Property”), except where the failure to own, failure to possess a license to, inability to acquire any such Necessary Intellectual Property would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (iA) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more and except as disclosed in the Registration Statement, the Time of its subsidiariesSale Prospectus and the Prospectus; and (iiB) there is no infringement by third parties of any Company Intellectual Property described that would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceableas would not, in whole individually or in part. There the aggregate, reasonably be expected to result in a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i1) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (2) challenging the validity, enforceability or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization scope of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of anothergranted and issued government-registered Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceedingproceeding or claim that, if asserted on the date hereof, would reasonably be expected to succeed; or (3) asserting that the Company infringes or otherwise violates, or claim. To would, upon conducting its business as currently conducted or as currently proposed to be conducted as described in the Company’s knowledgeRegistration Statement, (i) no employee the Time of Sale Prospectus or the Prospectus, infringe or violate, any valid, unexpired and issued government-registered patent, trademark, trade name, service name or copyright of others, and the Company is in or has been in violation currently unaware of any term of facts which would form a reasonable basis for any employment contractsuch action, patent disclosure agreementsuit, invention assignment agreementproceeding or claim that, non-competition agreementif asserted on the date hereof, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant would reasonably be expected to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied withsucceed. The Company and its subsidiaries have has complied or will comply in due time with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany, except where failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as currently under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, domain names, technology, know-how and other intellectual property (including all registrations and applications for registration of any of the foregoing and all goodwill associated with any of the foregoing) described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned (“Company Owned Intellectual Property”) or licensed by them and that (“Company Licensed Intellectual Property”) or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, : (i) there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for customary reversionary rights of third-party licensors licenses with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) all Company Owned Intellectual Property is free and clear of all liens, encumbrances, or defects; (iii) there is no infringement by third parties of any Intellectual Property; (iv) the Company and its subsidiaries are not infringing or misappropriating the intellectual property rights of third parties; and (v) the Company and its subsidiaries are the sole owners of the Company Owned Intellectual Property described in and have the Registration Statementvalid and enforceable right to use the Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to the co-owner, the Time of Sale Prospectus, and the Prospectusas applicable. The Company and its subsidiaries have taken reasonable steps necessary to secure assignments to their title, rights and interests in the Company Owned Intellectual Property described in the Registration Statementfrom their employees, the Time of Sale Prospectusconsultants, agents and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, contractors and to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (ii) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the Company’s knowledge, (i) no employee of the Company or its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition noncompetition 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 employment with the Company or its subsidiaries. There is no pending or, to the Company’s knowledge, threatened or notices of action, suit, proceeding or claim by others: (A) challenging the Company and its subsidiaries’ rights in or to any Intellectual Property, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (iiB) challenging the duty validity, enforceability or scope of candor any Intellectual Property, and good faith as required by the United States Patent Company and Trademark Office during its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the prosecution Company or its subsidiaries infringe, misappropriate or otherwise violate, or would, upon the manufacturing or commercialization of the United States patents and patent applications included any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirementsits subsidiaries are unaware of any facts which would form a reasonable basis for any such action, all such requirements have been complied withsuit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryits subsidiaries, and and, to the knowledge of the Company, all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary and its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries. No government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any subsidiaryIntellectual Property that is owned or purported to be owned by the Company and its subsidiaries that would confer upon any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property. The Company and its subsidiaries have taken commercially reasonable actions in accordance with customary industry practice to maintain and protect all Intellectual Property owned by or exclusively licensed to the Company or its subsidiaries, including the maintenance and protection of all trade secrets, know-how and other confidential information.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained, obtained valid and enforceable licenses for for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets, secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as being owned or licensed by them and that or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Company Intellectual Property”). To , and, to the Company’s knowledge, the conduct of its and its subsidiaries their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any intellectual property right such rights of anotherothers. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would require any such adjudication. To the Company’s knowledge, : (i) subject to ongoing inventorship determinations for recently filed patent applications, there are no third parties who have rights to any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrancesProperty, except for (a) customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (b) third-party exclusive licenses with respect to Intellectual Property that is disclosed in the Registration Documents as licensed by the Company, and (c) Cornell University’s interest in the patent family arising out of patent application PCT/US2018/057559 and (ii) there is no infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in partProperty. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iA) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iiC) asserting that the Company or any of its subsidiaries infringes, misappropriates, infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus as under development, infringe, misappropriate, infringe or violate, any patent, trademark, trade nametradename, service name, copyright, trade secret, secret or other proprietary right rights of another, others and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, 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, (i) there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken appropriate reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company; (ii) . 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 Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The To the Company’s knowledge, none of the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company owned Intellectual Property has been licensed to or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, and all such agreements are directors or employees or otherwise in full force and effectviolation of the rights of any persons. The product candidates candidates, their method of manufacture, and/or a method of their use described in the Registration Statement, the Time of Sale Prospectus, Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarysubsidiary are otherwise described in such patents or patent applications in a manner that would support claim(s).