Common use of Intellectual Property Clause in Contracts

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except The Company, the Bank and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would notnot have any material impact on the Company, individually the Bank or in any Subsidiary. The Company, the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Bank and the Company and its subsidiaries own or Subsidiaries have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Proprietary Rights used in or necessary for the conduct of their respective businesses (such Intellectual Propertywithout infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, “Company Intellectual Property”); (ii) the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeknowledge, misappropriate threatened against the Company, the Bank or otherwise violate any Intellectual Property of any person; (iii) Subsidiary contesting the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge right of the Company, the Intellectual Property Bank or any Subsidiary to use, or the validity of, any of the Company Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant other agreements to which Company Intellectual Property has been licensed to the Company Company, the Bank or any subsidiary, and all such agreements Subsidiary is a party relating to Proprietary Rights are in full force and effecteffect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except in each case as for defaults, if any, which would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding material impact on the Company, its subsidiaries, the Bank or any Subsidiary. The validity, continuation and effectiveness of their officers, directors, employees, or contractors, which violation relates all licenses and other agreements relating to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package Proprietary Rights and the Prospectus as under development current terms thereof will not be affected 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. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required transactions contemplated by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withthis Agreement.

Intellectual Property. Except as would not, individually or described in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries own own, or have the right obtained valid and enforceable licenses for, or other rights to use all patentson reasonable terms, the inventions, patent applications, trademarkspatents, service markstrademarks (both registered and unregistered), trade names, trademark registrationscopyrights, service xxxx registrationsknow-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other source indicatorsintellectual property rights, copyrights including registrations and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights applications for registration thereof (collectively, the “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development being owned or licensed by them; to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, their respective businesses as currently conducted or as proposed to be conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts which could form a reasonable basis for any successful claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the Company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have established rights to any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any subsidiary fall within third-parties (“Exclusive Intellectual Property”); except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for a successful claim; none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of the claims of one or more patents or patent applications owned byany Exclusive Intellectual Property, or exclusively licensed to, and the Company or is unaware of any subsidiary. To facts which would form a reasonable basis for a successful claim; to the knowledge of the Company and its subsidiariesCompany’s knowledge, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially dominate, may dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any patent within of the Company Intellectual Property; (B) and to the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that may render any U.S. patent within held by the Company Intellectual Property invalid or any U.S. patent application within held by the Company Intellectual Property unpatentable; (C) there are no material defects in any of unpatentable has not been disclosed to the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States U.S. Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withOffice.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company Investview and its subsidiaries own or have possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, trademark registrationsdomain names, service xxxx registrationscopyrights, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) used necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses (such Intellectual Propertybusinesses, “Company Intellectual Property”); (ii) to the Company’s knowledgehas infringed, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringemisappropriated, misappropriate conflicted with or otherwise violate violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any person; (iii) the Company and other person or entity. Neither Investview nor any of its subsidiaries have not has received any written communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have result in a Material Adverse Effect. No technology Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by the Company Investview or its subsidiaries has been obtained or is being used by the Company Investview or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directorsdirectors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, employeesencumbrances, defects or contractorsother restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which violation relates to the breach materially restricts or impairs their use of a confidentiality obligation, an obligation to assign any Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as which would not reasonably be expected to have result in a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except as would notset forth in Section 4.14 of the Company Disclosure Schedule, or as could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its subsidiaries the Company Subsidiaries own or have the right possess adequate licenses or other valid rights to use all patents, patent applicationsrights, trademarks, trademark rights, trade names, trade dress, trade name rights, copyrights, service marks, trade namessecrets, applications for trademarks and for service marks, know-how and other proprietary rights and information used or held for use in connection with the respective businesses of the Company and the Company Subsidiaries as currently conducted, and the Company is unaware of any assertion or claim challenging the validity of any of the foregoing. Section 4.14 of the Company Disclosure Schedule lists all material licenses, sublicenses and other agreements to which the Company or any Company Subsidiary is a party and pursuant to which (i) any third party is authorized to use any intellectual property right of the Company or any Company Subsidiary and (ii) the Company or any Company Subsidiary is authorized to use any intellectual property rights (other than pursuant to shrink-wrap licenses and software licenses) of a third party, and includes the identity of all parties thereto, a description of the nature and subject matter thereof, the royalty provisions, if any, therein and the term thereof. Except as set forth in Section 4.14 of the Company Disclosure Schedule, the conduct of the respective businesses of the Company and the Company Subsidiaries as currently conducted does not conflict in any way with any patent, patent right, license, trademark, trademark registrationsright, trade dress, trade name, trade name right, service xxxx registrationsor copyright of any third party that could not reasonably be expected to have, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary individually or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Propertyaggregate, “a Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to Material Adverse Effect. To the knowledge of the Company, the Intellectual Property there are no infringements of the Company and its subsidiaries is not being infringed, misappropriated any proprietary rights owned by or otherwise violated licensed by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed or to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not Company Subsidiary that could reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except as would not, individually described in the Registration Statement or in the aggregateany document incorporated by reference therein, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries each of the Subsidiaries hold all material licenses, certificates and permits from governmental authorities which are necessary to the conduct of their businesses in the manner in which they are being conducted; the Company and the Subsidiaries each own or have possess the right to use all patents, patent applicationsrights, trademarks, trade names, service marks, trade service names, trademark registrationscopyrights, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable workslicense rights, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used necessary to carry on their business in all material respects in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”)manner in which it is being conducted; (ii) to the Company’s knowledge, neither the Company’s Company nor any of the Subsidiaries has infringed, and its subsidiaries’ conduct none of their respective businesses does not infringethe Company or the Subsidiaries have received notice of conflict with, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the other person or entity. The Company and its subsidiaries have not received has taken all steps reasonably necessary to secure ownership interests in Intellectual Property created for it by any written notice contractors. There are no outstanding options, licenses or agreements of any valid claim kind relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company that are required to be described in the Registration Statement, the General Disclosure Package and its subsidiaries is the Prospectus and are not being infringed, misappropriated or otherwise violated by any persondescribed therein in all material respects. The Company and its subsidiaries have complied is not a party to or bound by any options, licenses or agreements with respect to the material terms of each agreement pursuant to which Company Intellectual Property has been licensed of any other person or entity that are required to be set forth in the Company or any subsidiary, Prospectus and are not described therein in all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effectmaterial respects. No None of the technology employed by the Company or its subsidiaries and material to the Company’s business has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company or, to the Company’s knowledge, its subsidiaries, or any of their its officers, directorsdirectors or employees or, employees, or contractors, which violation relates to the breach Company’s knowledge, otherwise in violation of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property rights of any third partypersons; the Company has not received any written or oral communications alleging that the Company has violated, except in each case infringed or conflicted with, or, by conducting its business as would not reasonably be expected to have a Material Adverse Effect. The products described set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as under development by the Company Prospectus, would violate, infringe or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned byconflict with, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withof any other person or entity. The Company knows of no infringement by others of Intellectual Property owned by or licensed to the Company.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”Section 3.01(p)(i) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company Disclosure Schedule sets forth, as of the date hereof, a complete and its subsidiaries is not being infringedaccurate list (in all material respects) of all patents and applications therefor, misappropriated registered trademarks and applications therefor, domain name registrations and copyright registrations (if any) that, in each case, are owned by or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryof its Subsidiaries and are material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted. Such intellectual property rights required to be listed in Section 3.01(p)(i) of the Company Disclosure Schedule, together with any tradename rights, trade secret or know how rights, service xxxx rights, trademark rights, patent rights, intellectual property rights in computer programs or software or other type of intellectual property rights, in each case, that are owned or licensed by the Company or any of its Subsidiaries and are material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, are collectively referred to herein as “Intellectual Property Rights”. All Intellectual Property Rights are either (x) owned by the Company or a Subsidiary of the Company free and clear of all such agreements are in full force Liens or (y) licensed to the Company or a Subsidiary of the Company free and effectclear (to the Knowledge of the Company) of all Liens, except where the failure to so own or license such Intellectual Property Rights individually or in each case as the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. No technology employed There are no claims pending or, to the Knowledge of the Company, threatened with regard to the ownership or, to the Knowledge of the Company, licensing by the Company or any of its subsidiaries Subsidiaries of any Intellectual Property Rights which individually or in the aggregate has been obtained had or is being used by would reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries owns, is validly licensed or its subsidiaries in violation of any contractual or legal obligation binding on otherwise has the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates right to the breach of a confidentiality obligation, an obligation to assign use all Intellectual Property Rights, except where the failure to own, have a previous employer, valid license or an obligation otherwise not have rights to use individually or in the Intellectual Property of any third party, except in each case as aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. The products described execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to the loss of a benefit under, or result in the Registration Statementcreation of any Lien in or upon, any Intellectual Property Right, in each case that individually or in the Pricing aggregate has had or would reasonably be expected to have a Material Adverse Effect. Section 3.01(p)(i) of the Company Disclosure Package and Schedule sets forth, as of the Prospectus date hereof, all Contracts under which the Company or any of its Subsidiaries is obligated to make payments to third parties for use of any Intellectual Property Rights with respect to the commercialization of any products that are, as of the date hereof, being sold, manufactured by or under development by the Company or any subsidiary fall within the scope of the claims its Subsidiaries and for which such payments are in excess of one or more patents or patent applications owned by, or exclusively licensed to, the Company or $2,000,000 per year for any subsidiarysingle product. To the knowledge The aggregate amount of all such payments that the Company and its subsidiaries, (A) there is no patent or published patent application Subsidiaries are obligated to make under any Contract of the type described in the U.S. or other jurisdiction immediately preceding sentence that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as not required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, to be disclosed pursuant to such requirements have been materially complied withsentence does not exceed $10,000,000 per year.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) Section 4.15(a) of the Company and its subsidiaries own Disclosure Letter contains a detailed description of all Intellectual Property (a) owned by the Company or have any of the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights Subsidiaries (collectively, “the "Company Intellectual Property”") or (b) licensed, used or held for use by the Company or any of the Subsidiaries in the conduct of their respective businesses (such "Licensed Intellectual Property, “Company Intellectual Property”"); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries the Subsidiaries have complied with the material terms of each agreement pursuant (i) all right, title and interest in and to which all Company Intellectual Property has been licensed Property, free and clear of all Encumbrances, other than Permitted Encumbrances and (ii) all necessary proprietary rights in and to all Intellectual Property, including Licensed Intellectual Property, used in, necessary for, or held for use in, their businesses as now conducted and as proposed to be conducted, free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth in Section 4.15(a) of the Company Disclosure Letter, there are no outstanding contracts or Orders relating to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse EffectIntellectual Property. No technology employed by Neither the Company nor any of the Subsidiaries (y) is bound by or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation a party to any contract of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates kind with respect to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third partyother person, except in each case with respect to a license contract regarding Licensed Intellectual Property or (z) has received any communication alleging that it has infringed or, by conducting its business as proposed, would not reasonably be expected to have a Material Adverse Effectinfringe the Intellectual Property rights of any third person. The products described in Neither the Registration Statement, execution and delivery of this Agreement nor the Pricing Disclosure Package carrying on of the Company's and the Prospectus Subsidiaries' businesses as under development currently conducted or proposed to be conducted will infringe the Intellectual Property rights of any person; alter, impair or require the consent of any other person in respect of any Company Intellectual Property or Licensed Intellectual Property; or conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract by which the Company or any subsidiary fall within the scope of the claims of one Subsidiaries is bound or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryto which it is a party. To the knowledge Company's knowledge, there has been, and there is no unauthorized use, infringement or misappropriation of the Company Intellectual Property or Licensed Intellectual Property by any third party (including licensees, retailers, employees, former employees and its subsidiaries, (A) there is no patent or published patent application in contract workers). All of the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent rights within the Company Intellectual Property invalid and Licensed Intellectual Property are valid, enforceable and subsisting, and there is no claim or demand of any person pertaining to, or any patent application within Action that is pending or, to the Company's knowledge, threatened, that challenges the rights of the Company or its Subsidiaries in respect of any Company Intellectual Property unpatentable; or Licensed Intellectual Property or the validity, enforceability or effectiveness thereof. No person has any option with respect to Company Intellectual Property. The Company Intellectual Property and the Licensed Intellectual Property constitute all Intellectual Property necessary for the operation of the Company's and Subsidiaries' respective businesses as currently conducted or proposed to be conducted. Neither the Company nor any Subsidiary is in default (Cor would with the giving of notice or lapse of time be in default) there are no under any material defects in license to use any of the patents or patent applications included in the Company Licensed Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except The Executive agrees that he shall make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software and works of authorship, whether or not patentable or copyrightable, which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during the Term or within one (1) year thereafter (whether or not during normal working hours, on the premises of the Company or using Company's equipment or Confidential Information), which relate to the present or planned business or research and development of the Company (all of which are collectively referred to as would not"Developments"). All right, individually or title and interest in the aggregateDevelopments, reasonably whether or not used by the Company, shall, from the inception of development, be expected exclusively and perpetually the property of the Company, free of any claim whatsoever by the Executive or any third party deriving any rights from the Executive. Any such Developments shall be deemed "works made for hire" within the meaning of the U.S. Copyright Act and any other applicable U.S. or foreign laws relating to have a Material Adverse Effectintellectual property, (i) and the Executive understands and acknowledges that the Company shall own all right, title and interest in and to the Developments, including without limitation copyright, patent and trademark rights, throughout the world. To the extent that any Developments shall not be deemed "works made for hire," the Executive hereby assigns to the Company any of its subsidiaries own or have right, title and interest in and to all worldwide intellectual proprietary rights, including but not limited to all worldwide copyrights, trade secrets, patent rights and trademark rights, in and to all of the right Developments, and agrees to use cooperate fully with the Company, both during and after the Term, with respect to the procurement, maintenance and enforcement of patents, copyrights and other intellectual property rights, throughout the world, with respect to the Developments. The Executive shall sign all patentspapers, including, without limitation, patent applications, trademarkscopyright applications, service marksdeclarations, trade namesoaths and formal assignment documents, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) which the Company may deem necessary or appropriate to protect its rights and its subsidiaries have not received interests in any written notice of Development. The Executive hereby appoints any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property officer of the Company as the Executive's attorney-in-fact to execute any such documents in the name and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company on behalf of the Executive in the event that the Executive fails to execute and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all deliver such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on documents within thirty (30) days after the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with's request.

Intellectual Property. Except as would notAny and all improvements, individually or in the aggregateinventions, reasonably be expected to have a Material Adverse Effectdesigns, (i) the Company and its subsidiaries own or have the right to use all patentsideas, patent applicationsworks of authorship, copyrightable works, discoveries, trademarks, service markscopyrights, trade namessecrets, trademark registrationsformulae, service xxxx registrationsprocesses, domain names and other source indicators, copyrights and copyrightable workstechniques, know-how, trade secretsand data, systemswhether or not patentable (collectively "Products"), proceduresmade or conceived or reduced to practice or learned by Executive, proprietary either along or confidential information and all other worldwide intellectual propertyjointly with others, industrial property and proprietary rights during the period of Executive's employment (collectively, “Intellectual Property”whether or not during normal working hours) used that are related to or useful in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate actual or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge anticipated business of the CompanyCorporation, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed result from tasks assigned Executive by the Company Corporation or its subsidiaries has been obtained result from Executive's use of premises or is being used equipment owned, leased, or contracted for by the Company or its subsidiaries in violation Corporation (a) during the period of any contractual or legal obligation binding on the Company, its subsidiariesthis Agreement, or any (b) within a period of their officersone year after the Date of Termination, directors, employeeswhich may be directly or indirectly useful in, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed relate to, the Company or any subsidiary. To the knowledge business of the Company Corporation, shall be promptly and its subsidiariesfully disclosed by Executive to the Board and, (A) there is no if such intellectual property was made, developed or created pursuant to Executive's employment hereunder, such intellectual property shall be the Corporation's exclusive property as against Executive, and Executive shall promptly deliver to an appropriate representative of the Corporation as designated by the Board all papers, drawings, models, data and other material relating to any invention made, developed or created by him as aforesaid. Executive shall, at the request of the Corporation and without any payment therefor, execute any documents necessary or advisable in the opinion of the Corporation's counsel or direct issuance of patents or copyrights to the Corporation with respect to such Products as are to be the Corporation's exclusive property as against Executive or to vest in the Corporation title to such Products as against executive. The expense of securing any such patent or published patent application copyright shall be borne by the Corporation. Executive shall be compensated, in the U.S. or other jurisdiction that contains claims that materially interfere accordance with the issued Corporation's "Creative Awards" standard policy, for all Products created or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required developed by the United States Patent and Trademark Office Executive either prior to her employment (if delivered to the Corporation) or during the prosecution term of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withher Employment.

Intellectual Property. The Company and the Subsidiaries own, or possess the right to use all trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary for the conduct of their respective businesses, and the Company is not aware of any claim to the contrary or any challenge by any other Person to the rights of the Company and the Subsidiaries with respect to the foregoing. Except as described in the SEC Reports, (i) to the Company’s Knowledge, the Company’s business as now conducted and as proposed to be conducted does not and will not infringe or conflict with any Intellectual Property Rights or franchise right of any Person and (ii) no claim has been made against the Company alleging the infringement by the Company or any of its licensees or other third parties of any Intellectual Property Rights or franchise right of any Person, except for such as would notnot have a Material Adverse Effect. Each employee of and consultant to the Company and its Subsidiaries has entered into a confidentiality and invention assignment agreement in favor of the Company or its applicable Subsidiary as a condition of the employment or retention of services of such employee or consultant, except where failure to enter into such an agreement would not have a Material Adverse Effect. Except for matters relating to third parties expressly identified and named in the SEC Reports: (A) to the Company’s Knowledge, there are no rights of third parties to any Intellectual Property Rights owned by or licensed to the Company or any of the Subsidiaries that conflict with the rights of the Company or the Subsidiaries related to such Intellectual Property Rights, except for any such rights that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) to the Company’s Knowledge, there is no infringement by third parties of any Intellectual Property Rights owned by or licensed to the Company or the Subsidiaries that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) other than in connection with assertions or inquiries made by patent office examiners in the ordinary course of the prosecution of the patent applications of the Company or the Subsidiaries, there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or other claim by others challenging the rights of the Company or any of the Subsidiaries in or to, or alleging the violation of any of the terms of, or challenging the validity, enforceability or scope of, any Intellectual Property Rights owned by or licensed to the Company or the Subsidiaries, except for any such claims that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, to the Company’s Knowledge, there are no facts that 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 other claim by others that the Company or any of the Subsidiaries, or any of their respective licensees, infringes or otherwise violates, or would infringe or otherwise violate upon commercialization of its products and product candidates, any patent, trademark, copyright, trade secret or other proprietary rights of others, and to the Company’s Knowledge, there are no facts that would form a reasonable basis for any such claim by others that the Company or any of the Subsidiaries, or any of their respective licensees, infringes or otherwise violates, or would infringe or otherwise violate upon commercialization of its products and product candidates, any Intellectual Property Rights of others, except, in each case in this clause (D), for any such claims that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) to the Company’s Knowledge, there is no patent or patent application that contains claims that conflict with any Intellectual Property Rights necessary for the conduct of the businesses of the Company or any of the Subsidiaries as currently or contemplated to be conducted, except for such as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (iiF) to the Company’s knowledgeKnowledge, the Company’s and its subsidiaries’ conduct none of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed Rights used by the Company or its subsidiaries the Subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries the Subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which the Subsidiaries in violation relates to of the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property rights of any third partyPersons, except in each case for such as would not have or reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except The Company and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property used in or necessary for the conduct of its business as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) currently conducted. The use of any Intellectual Property by the Company and its subsidiaries own or have the right to use all patentsSubsidiaries does not, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, infringe on or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which the Company or any Company Subsidiary acquired the right to use any Intellectual Property Property. No person is challenging, infringing on or otherwise violating any right of the Company and or any of its subsidiaries is not being infringed, misappropriated or otherwise violated by Subsidiaries with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been owned by and/or licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effectits Subsidiaries. No technology employed by Neither the Company or its subsidiaries nor any Company Subsidiary has been obtained or is being received any written notice of any pending claim with respect to any Intellectual Property used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Company Subsidiary and no Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development owned and/or licensed by the Company or any subsidiary fall within Company Subsidiary is being used or enforced in a manner that would be expected to result in the scope abandonment, cancellation or unenforceability of the claims such Intellectual Property. For purposes of one or more patents or patent applications owned bythis Agreement, or exclusively licensed to“Intellectual Property” means trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere goodwill associated with the issued foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or pending claims renewal of any patent within the Company Intellectual Propertysuch registration or application; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid inventions, discoveries and ideas, whether patentable or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects not, in any of jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the patents use or patent applications included disclosure thereof by any person; writings and other works, whether copyrightable or not, in the Company Intellectual Propertyany jurisdiction; and (D) the duty registrations or applications for registration 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 within the Company Intellectual Property have been materially complied withcopyrights in any jurisdiction, and in all foreign offices having any renewals or extensions thereof; and any similar requirements, such requirements have been materially complied withintellectual property or proprietary rights.

Intellectual Property. Except as would set forth in Schedule 3.14, each Group Member owns or has a valid and continuing right to use all Intellectual Property that is necessary for the operations of its businesses as currently conducted free and clear of all Liens (except Permitted Liens), other than where a failure to own or license any Intellectual Property could not, either individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect. All necessary registration, (i) the Company and its subsidiaries own or have the right to use all patentsmaintenance, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names renewal and other source indicatorsrelevant filing fees in connection with any of the Intellectual Property that is the subject of a registration or an application for registration have been timely paid, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual propertynecessary documents, industrial property certificates and proprietary rights (collectively, “filings in connection with the Intellectual Property”Property have been timely filed with the relevant Governmental Authority and internet domain name registrar(s) used in for the conduct purpose of their respective businesses (maintaining such Intellectual Property, “Company Intellectual Property”); (ii) to Property and all registrations and applications therefor. The conduct and operations of the Company’s knowledge, the Company’s and its subsidiaries’ conduct businesses of their respective businesses each Group Member does not infringe, misappropriate misappropriate, dilute, violate or otherwise violate impair in any material respect any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated owned by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryother Person, and all such agreements are in full force and effect, except in each case other than as would could not reasonably be expected to have a Material Adverse Effect. No technology employed other Person has contested any right, title or interest of any Group Member in, or relating to, or the validity of, any material Intellectual Property, and no allegations have been made of any infringement, misappropriation or violation by any Group Member, and no Person is infringing, misappropriating or violating any material Intellectual Property owned or exclusively licensed by any Group Member, and no Group Member has made or threatened to make any claim relating to the Company foregoing, other than, in each case, as could not reasonably be expected, in the aggregate, to have a Material Adverse Effect. No holding, injunction, decision or its subsidiaries judgment has been obtained rendered by any Governmental Authority, and no Group Member has entered into any settlement stipulation or is being used by other agreement (except license agreements in the Company or its subsidiaries in violation ordinary course of any contractual or legal obligation binding on the Companybusiness) which would limit, its subsidiariescancel, or question the validity of the Group Member’s rights in any Intellectual Property. Each Group Member has taken all actions that in the exercise of their officers, directors, employees, or contractors, which violation relates reasonable business judgment should be taken to the breach of a confidentiality obligation, an obligation to assign protect their Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third partyProperty, except in each case as would where the failure to do so could not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company All material Intellectual Property invalid owned or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; purportedly owned by a Group Member is valid and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withenforceable.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) The conduct of the business of the Company and its subsidiaries own or have the right Subsidiaries as currently conducted and as currently contemplated to be conducted and the use all patentsof the Company Owned Intellectual Property and the Company Licensed Intellectual Property in connection therewith do not conflict with, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeinfringe upon, misappropriate or otherwise violate any the Intellectual Property rights of any personthird party in any material respect, and no claim has been asserted to the Company or any Subsidiary that the conduct of the business of the Company and the Subsidiaries as currently conducted or as currently contemplated to be conducted conflicts with, infringes upon or may infringe upon, misappropriates or otherwise violates the Intellectual Property rights of any third party; (ii) with respect to each item of Company Owned Intellectual Property, the Company or a Subsidiary is the exclusive owner of the entire unencumbered right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the continued operation of its respective business without limitation in any material respect; (iii) with respect to each item of Company Licensed Intellectual Property, the Company and or a Subsidiary has the valid right to use such Company Licensed Intellectual Property in the continued operation of its subsidiaries have not received any written notice respective business in accordance with the terms of any valid claim relating to the license agreement governing such Company Licensed Intellectual Property; and (iv) to the knowledge of the Company, the Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (v) to the knowledge of the Company, no Person is engaging in any activity that infringes upon or misappropriates the Company Owned Intellectual Property; (vi) to the knowledge of the Company, each license of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Licensed Intellectual Property has been licensed is valid and enforceable (except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity), is binding on all parties to the Company or any subsidiarysuch license, and all such agreements are is in full force and effect, except in each case as would not reasonably be expected ; (vii) to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation knowledge of any contractual or legal obligation binding on the Company, its subsidiaries, no party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (viii) neither the execution of this Agreement nor the consummation of the Transactions shall adversely affect any of their officers, directors, employees, or contractors, which violation relates to the breach rights of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, Subsidiary with respect to the Company Owned Intellectual Property or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Licensed Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withmaterial respect.

Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, : (i) the Company and its subsidiaries own own, have adequate rights to use, or have the right to use can acquire on reasonable terms all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual propertyproperty (including all registrations and applications for registration of, industrial property and proprietary rights all goodwill associated with, any of the foregoing) (collectively, “Intellectual Property”) used in or necessary for the conduct of their respective businesses (such Intellectual Propertyas now conducted or as contemplated in the Registration Statement, “Company Intellectual Property”)Pricing Disclosure Package and Prospectus to be conducted by them; (ii) to the Company’s knowledgeCompany is unaware of any facts which would form a reasonable basis for an action, suit, proceeding or claim asserting that the Company has infringed, misappropriated or otherwise violated, or would upon the commercialization of any product described in the Registration Statement, the Company’s and its subsidiaries’ conduct of their respective businesses does not Pricing Disclosure Package or the Prospectus as under development infringe, misappropriate or otherwise violate violate, any Intellectual Property of any personperson or entity; (iii) to the knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company and its subsidiaries have not received any written notice of any is valid claim relating to Intellectual Propertyand enforceable; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated violated, and has not been infringed, misappropriated or otherwise violated, by any person. The person or entity; (v) the Company and its subsidiaries have complied taken reasonable steps in accordance with normal industry practice to maintain the material terms confidentiality of each agreement pursuant to which Company all Intellectual Property has been licensed the value of which to the Company or any subsidiaryof its subsidiaries is contingent upon maintaining the confidentiality thereof, and to the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, all such agreements of whom are bound by written confidentiality agreements, (vi) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by any third party (A) challenging the Company’s or any of its subsidiaries’ rights in full force and effector to any Intellectual Property, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed (B) challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation any of any contractual or legal obligation binding on the Company, its subsidiaries, or (C) alleging that the Company or any of their officersits subsidiaries has infringed, directors, employees, misappropriated or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the violated any Intellectual Property of any third party, except in each case as would not reasonably be expected (vii) to have a Material Adverse Effect. The products described in the Registration Statementknowledge of the Company, there is no pending or threatened action, suit proceeding or claim by any third party challenging the Pricing Disclosure Package and the Prospectus as under development by validity, enforceability or scope of any Intellectual Property exclusively licensed to 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, its subsidiaries and (viii) each agreement pursuant to which the Company or any subsidiary. To the knowledge of its subsidiaries obtains any license or other rights to any Intellectual Property is a valid and binding agreement of the Company and its subsidiariessubsidiaries and is in full force and effect, (A) there and none of the Company or any of its subsidiaries or, to the knowledge of the Company, any other party to any such agreement, is no patent in default or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims breach under any terms of any patent within such agreement and, to the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any knowledge of the patents Company, no event or patent applications included in the Company Intellectual Property; and (D) the duty circumstance has occurred that, with notice or lapse of candor and good faith as required by the United States Patent and Trademark Office during the prosecution time or both, would constitute any event of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withdefault thereunder.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or possess, or have the right to use licenses to, all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names copyrights, and know-how (including trade secrets and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, unpatented and/or unpatentable proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights or procedures) (collectively, “Intellectual Property”) used in necessary for the conduct of their respective businesses (such Intellectual Property, “the business of the Company Intellectual Property”); (ii) as currently conducted and as proposed to the Company’s knowledge, the Company’s and its subsidiaries’ be conducted. The conduct of their respective businesses does the business of the Company will not infringe, misappropriate or otherwise violate conflict in any material respect with any Intellectual Property of any person; (iii) the others. The Company and its subsidiaries have has not received any written notice of any valid claim relating to of infringement, misappropriation or conflict with any Intellectual Property; Property of others in connection with the conduct of its business, and (iv) the Company is unaware of any facts which would form a reasonable basis for any such claim. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Intellectual Property of owned or licensed by the Company (the “Company Intellectual Property”), and its subsidiaries the Company is not being infringed, misappropriated or otherwise violated by unaware of any personfacts which would form a reasonable basis for any such claim. The Company and its subsidiaries have has complied or will comply in all material respects with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Each person who is or its subsidiaries has been obtained was an employee or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge contractor of the Company and its subsidiaries, (A) there who is no patent or published patent application was involved in the U.S. creation or other jurisdiction that contains claims that materially interfere with the issued or pending claims development of any patent within Company Intellectual Property has signed an agreement containing an assignment to the Company of such person’s rights in and to such Company Intellectual Property; (B) there . Other than ordinary course activities consistent with past practice, all Company Intellectual Property owned by the Company and registered with any governmental authority has been duly maintained in accordance with applicable law in all material respects, including submission of all necessary filings and payment of fees in accordance with the legal and administrative requirements of the appropriate jurisdictions. The Company has not received any notice or is no prior art that may otherwise aware of any facts or circumstances which would render any patent issued patents within the Company Intellectual Property invalid or any patent application within unenforceable. To the knowledge of the Company, all material technical information developed by and belonging to the Company Intellectual Property unpatentable; (C) there are no material defects in any which has not been patented has been kept confidential. To the knowledge of the patents Company, there is no infringement or patent applications included in the misappropriation by third parties of any Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except Each of the Company and its Subsidiaries owns, possesses or can obtain on commercially reasonable terms sufficient legal rights to all Intellectual Property necessary to the Business of each of the Company and its Subsidiaries as would notpresently conducted without any conflict with, individually or in infringement or misappropriation, of the aggregaterights of others, the lack of which could reasonably be expected to have a Material Adverse EffectChange. There are no outstanding options, (i) the Company and its subsidiaries own licenses or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim agreements relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property owned or purported to be owned by each of the Company and its subsidiaries is not being infringedSubsidiaries, misappropriated or otherwise violated by any person. The and each of the Company and its subsidiaries have complied Subsidiaries is not bound by or a party to any options, licenses or agreements with the material terms of each agreement pursuant respect to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effectother person or entity. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge Each of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction Subsidiaries has not received any written communication alleging that contains claims that materially interfere with the issued or pending claims each of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in and its Subsidiaries has violated or, by conducting its Business as currently conducted, would violate any of the patents or patent applications included in Intellectual Property of any other Person, nor is each of the Company and its Subsidiaries or any Seller aware of any basis therefor. Except as described in agreements provided to Buyer, each of the Company and its Subsidiaries is not obligated to make any payments by way of royalties, fees or otherwise to any owner or licensor of or claimant to any Intellectual Property with respect to the use thereof in connection with the conduct of its Business as presently conducted. There are no agreements, understandings, instruments, contracts, judgments, orders or decrees to which each of the Company and its Subsidiaries is a party or by which it is bound which involve indemnification by each of the Company and its Subsidiaries with respect to infringements of Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each of the Company and its subsidiaries own Subsidiaries owns or have is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, service markstrademark applications, trade names, trademark registrationsservice marks, service xxxx registrationscopyrights, domain names copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and other marketing data, object and source indicators, copyrights and copyrightable workscodes, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide intellectual property, industrial property similar rights and proprietary rights knowledge (collectively, “Intellectual Property”"Intangibles") used in necessary for the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (iiits business as now being conducted and as presently contemplated to be conducted in the future. Section 3(l) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property Disclosure Schedule sets forth a list of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being Intangibles owned and/or used by the Company or in its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarybusiness. To the knowledge of the Company and its subsidiariesSubsidiaries, (A) neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sxx or settlement agreement with respect to the validity of the Company's or its Subsidiaries' ownership of or right to use its Intangibles and there is no patent reasonable basis for any such claim to be successful. The Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or published patent application in been abandoned or canceled or is the U.S. subject of cancellation or other jurisdiction that contains claims that materially interfere adversarial proceedings, and all applications therefor are pending and in good standing. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the issued protection of the Intangibles used pursuant to licenses. No person is infringing on or pending claims of any patent within violating the Intangibles owned or used by the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withits Subsidiaries.

Intellectual Property. Except (a) The Company or a Company Subsidiary owns, is licensed to use or otherwise has the right to use and, as would notof the Closing, individually or subject to the receipt of any necessary third-party consents set forth in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Section 6.10 of the Company Disclosure Letter and its subsidiaries own or the receipt by Company of the services to be provided under this Agreement and the Transition Services Agreement and the license granted to the Company under the Spin-Off Agreements, will have the right to use use, all patentsPatents, patent applicationsTrademarks, trademarksTrade Secrets, service marksCopyrights, trade namesDatabase Rights, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information Design Rights and all other worldwide intellectual propertyIntellectual Property (including biological materials), industrial property and proprietary rights all registrations of any of the foregoing, or applications therefor, in each case, that are used in, intended to be used with, developed, filed or registered for, practiced in or necessary to the conduct of the CGRP Business as presently conducted (collectively, the “Company Intellectual Property”) used in ,” and all Company Intellectual Property owned or purported to be owned by the conduct of their respective businesses (such Intellectual PropertyCompany or a Company Subsidiary, the “Owned Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement Company Subsidiaries possess legally sufficient and enforceable rights pursuant to which written agreements to use, and as of the Closing, subject to the receipt of any necessary third-party consents in Section 6.10 of the Company Disclosure Letter and the receipt by Company of the services and benefits provided under this Agreement and the Transition Services Agreement and the license granted to the Company under the Spin-Off Agreements, will have the right to use, all Company Intellectual Property has been licensed that is used in, intended to be used with, developed, filed or registered for, practiced in, or necessary to the conduct of the CGRP Business and that is not solely owned by the Company or any subsidiary, and all such agreements are in full force and effecta Company Subsidiary, except in each case as would not reasonably be expected to have be material to the CGRP Business as presently conducted or contemplated to be conducted. This Section 3.15(a) shall not constitute or be deemed to be a Material Adverse Effect. No technology employed by the Company representation or its subsidiaries has been obtained warranty with respect to infringement, misappropriation or is being used by the Company or its subsidiaries in other violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property rights of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withPerson.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, databases, data, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in necessary for or material to the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s as currently conducted and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries as under development currently conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus have not and do not infringe or misappropriate any Intellectual Property rights of any third party, and, (ii) the Company and its subsidiaries have not received any notice of any infringement of, or conflict with, asserted rights of others with respect to any Intellectual Property which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect to the Company and its subsidiaries, taken as a whole. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, (x) except as described in the Registration Statement, Pricing Disclosure Package, or the Prospectus, all Intellectual Property owned by the Company or any subsidiary fall within its subsidiaries is owned free and clear of all liens, encumbrances and other similar restrictions (other than non-exclusive licenses granted to third parties in the scope ordinary course of the claims of one or more patents or patent applications business consistent with past practice) and is owned by, or exclusively licensed to, solely by the Company or any subsidiaryits subsidiaries; and (y) no Intellectual Property owned by the Company or its subsidiaries has been found to be invalid or unenforceable. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries; and (z) the Company and its subsidiariessubsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all trade secrets, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims value of any patent within which to the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within of its subsidiaries is contingent upon maintaining the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withconfidentiality thereof.

Intellectual Property. Except as would not(a) Schedule 3.14(a) of the Disclosure Schedules sets forth a true and complete list of all registered Marks, individually or in the aggregatepending applications for registrations of Marks, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) unregistered Marks that are material to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge operation of the Company, the Intellectual Property business of the Company and its subsidiaries is not being infringedSubsidiaries as currently conducted, misappropriated Patents and registered Copyrights owned (in whole or otherwise violated in part) by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been or exclusively licensed to the Company or any subsidiaryof its Subsidiaries, and unregistered Copyrights in all software products made commercially available by the Company and its Subsidiaries (collectively, “Company Listed IP”), identifying for each whether it is owned by or exclusively licensed to the Company or the relevant Subsidiary. To the Knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company (collectively, “Company IP”), including all Company IP issued by or registered with the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency anywhere in the world (collectively “Company Registered IP”) (other than patent applications or applications to register trademarks or copyrights), is subsisting, valid and enforceable. Except as set forth on Schedule 3.14(a) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries has received any written notice or claim challenging the validity or enforceability of any Company IP or alleging any misuse of such agreements are in full force and effect, except in each case as would not Company IP. Neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that could reasonably be expected to have a Material Adverse Effect. No technology employed by result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any of the Company Listed IP, except for any issuances, registrations or applications for any Company Listed IP that the Company or its subsidiaries Subsidiaries has permitted to expire or has cancelled or abandoned in their reasonable business judgment. No Company Listed IP has been obtained or is being used by now involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and, to the Company or its subsidiaries in violation Knowledge of any contractual or legal obligation binding on the Company, its subsidiaries, no such action is or has been threatened with respect to any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withListed IP.

Intellectual Property. Except The Company and its Subsidiaries own or possess the right to use, or has a reasonable basis to believe that it can acquire on reasonable terms the right to use, all (i) patents, trademarks, service marks, service mark registrations, Internet domain name registrations, copyrights, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct its businesses as currently conducted and described in the Registration Statement and the Prospectus, and which the failure to own or have such rights would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any opinion from its legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company and its Subsidiaries, which if determined adversely against the Company would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the business of the Company and its subsidiaries as now conducted does not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. To the knowledge of the Company, all licenses for the use of the Intellectual Property Rights described in the Registration Statement and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company and its subsidiaries have complied in all material respects with, and are not in breach nor have received any written notice of any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach by any other person to any Intellectual Property license. No claim has been made against the Company nor its Subsidiaries alleging the infringement by the Company or its Subsidiaries of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used result in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described Company and its Subsidiaries have taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated herein will not result in the Registration Statementloss or impairment of or payment of any additional amounts with respect to, nor require any further consent of any other person in respect of, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge right of the Company and its subsidiariesSubsidiaries to own, (A) there is no patent use, or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in hold for use any of the patents Intellectual Property Rights as owned, used or patent applications included held for use in the conduct of the business as currently conducted. The Company Intellectual Property; and (D) the duty its Subsidiaries have taken reasonable actions to obtain ownership of candor works of authorship and good faith as required inventions made by the United States Patent its employees, consultants and Trademark Office contractors during the prosecution time they were employed by or under contract with the Company and its Subsidiaries and which relate to the business of the United States patents and patent applications within the Company Intellectual Property have been materially complied withCompany, and in all foreign offices having similar requirements, or licenses to use such requirements have been materially complied withworks of authorship or inventions.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each of the Company and its subsidiaries own Subsidiaries owns or have is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, service markstrademark applications, trade names, trademark registrationsservice marks, service xxxx registrationscopyrights, domain names copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and other marketing data, object and source indicators, copyrights and copyrightable workscodes, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide intellectual property, industrial property similar rights and proprietary rights knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of their respective businesses its business as now being conducted and as presently contemplated to be conducted in the future (such Intellectual Propertycollectively, the “Company Intellectual Property”); . Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (iicollectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its subsidiaries’ conduct ownership of their respective businesses does not infringe, misappropriate or otherwise violate licensing rights in or to any Company Intellectual Property of any person; (iii) Property. Neither the Company and nor any of its subsidiaries have not received Subsidiaries has entered into any written notice of any valid claim relating consent agreement, indemnification agreement, forbearance to Intellectual Property; and (iv) xxx or settlement agreement with respect to the knowledge validity of the Company, the ’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any personIntellectual Property. The Company and its subsidiaries Subsidiaries have complied complied, in all material respects, with their respective contractual obligations relating to the material terms protection of each agreement pursuant to which the Company Intellectual Property has been licensed used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.

Intellectual Property. Except as would not(a) As used herein "Intellectual Property" means inventions, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applicationsapplications (pending or otherwise), trademarkscopyrights, service marks, trademarks, trade names, trademark registrationsbrand names, service xxxx registrations, domain names and other source indicators, copyrights registrations or applications for registration of any of the foregoing; and copyrightable workstrade secrets, know-how, trade secretsand the intellectual property rights subsisting in computer software and databases. (b) Section 2.17(b) of the Company Disclosure Schedule contains a list of the material patents and registered trademarks, systemsand pending applications therefor, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) owned by the Company and its subsidiaries Subsidiaries as of the date hereof. Section 2.17(b) of the Company Disclosure Schedule contains a list of all material Intellectual Property licensed by the Company or any of its Subsidiaries from any Person as of such date and a list of all material Intellectual Property licensed by any Person from the Company or any of its Subsidiaries as of such date. Except as set forth in Section 2.17(b) of the Company Disclosure Schedule and except as would not be reasonably likely to have not received any written notice a Company Material Adverse Effect, the Company or its Subsidiaries have (i) good and marketable title (free and clear of liens or encumbrances of any valid claim relating kind) to Intellectual Property; and (ivii) the exclusive right to sell, transfer, assign and license all right, title and interest in and to the Intellectual Property listed as being owned by the Company and its Subsidiaries in Section 2.17(b) of the Company Disclosure Schedule. Except as set forth in Section 2.17(b) of the Company Disclosure Schedule and except as would not be reasonably likely to have a Company Material Adverse Effect, the Intellectual Property listed as being owned by the Company and its Subsidiaries in Section 2.17(b) of the Company Disclosure Schedule has been duly registered to the extent applicable with, filed in, or issued by the appropriate governmental agency in each appropriate jurisdiction, such registration, filing and issuance remains in full force and effect and to the knowledge of the CompanyCompany no claim adverse to the interests of the Company or its Subsidiaries has been asserted, in litigation or otherwise with respect to such Intellectual Property. Except as set forth in Section 2.17(b) of the Intellectual Property of Company Disclosure Schedule and except as would not be reasonably likely to have a Company Material Adverse Effect, the Company and its subsidiaries is Subsidiaries have performed all material obligations required to be performed by them, and are not being infringedin default under any license or other agreement granting them the right to use, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed relating to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company material Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.. 12

Intellectual Property. Except as would not, individually The Company owns or in possesses the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service xxxx registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used necessary to conduct its business as currently conducted, and as proposed to be conducted and described in the conduct Time of their respective businesses (such Intellectual Property, “Sale Disclosure Package and the Prospectus. The Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have has not received any opinion from its legal counsel concluding that any activities of its business infringes, misappropriates, or otherwise violates, valid and enforceable Intellectual Property Rights of any other person, and has not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) its Knowledge still pending, by any other person to the knowledge rights of the Company with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company. To the Knowledge of the Company, the Company’s business as now conducted does not infringe, misappropriate, or otherwise violate, any valid and enforceable Intellectual Property Rights of any other person. To the Knowledge of the Company, all licenses for the use of the Intellectual Property Rights described in the Time of Sale Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principals of equity. The Company has complied in all material respects with, and its subsidiaries is not being infringedin breach nor has received any asserted or threatened claim of breach of any intellectual property license, misappropriated and the Company has no Knowledge of any breach or otherwise violated anticipated breach by any other person to any intellectual property license. Except as described in the Time of Sale Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its subsidiaries have Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement and the Warrants will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with the material terms of each agreement pursuant all applicable laws relating to which Company Intellectual Property has been licensed to the Company or any subsidiaryprivacy, data protection, and all such agreements are in full force the collection and effectuse of personal information collected, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or its subsidiaries has been obtained threatened against the Company alleging a violation of any person’s privacy or is being used personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company or its subsidiaries in violation the conduct of any contractual or legal obligation binding on the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, its subsidiariesuse, modification, or any other misuse. The Company has taken all necessary actions to obtain ownership of their officers, directors, all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of contract with the Company and its subsidiaries, (A) there is no patent or published patent application in which relate to the U.S. or other jurisdiction that contains claims that materially interfere Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withCompany.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trademark registrationsdomain names, service xxxx registrationsand copyrights, domain names and other source indicators, copyrights registrations and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights applications for registration of any of the foregoing (collectively, “Intellectual Property”) used necessary to conduct their business as presently conducted and currently contemplated to be conducted in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to future as set forth in the Company’s knowledgeRegistration Statement, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate General Disclosure Package or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to Prospectus. To the knowledge of the Company, neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity, other than a claim on certain of the Company’s patents. Neither the Company nor any of its subsidiaries has received any communication or notice alleging that by conducting their business as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company and or its subsidiaries is not being infringed, misappropriated or otherwise violated by any personwhich would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have complied with the material terms of each agreement pursuant taken all reasonable steps necessary to which Company secure their interests in such Intellectual Property has been licensed from their employees and contractors and to protect the Company or any subsidiary, confidentiality of all of their confidential information and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effecttrade secrets. No technology None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective officers, directorsdirectors or employees or otherwise in violation of the rights of any persons. Except as described in the Registration Statement, employeesthe General Disclosure Package, or contractorsthe Prospectus, which violation relates (i) the Company is not aware of outstanding options, licenses or agreements of any kind relating to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus that are not so described and (ii) neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property or other similar rights of any third partyother person or entity which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not so described. All Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except in each case as would those that could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiariessubsidiaries are not subject to any judgment, (A) there is no patent order, writ, injunction or published patent application in the U.S. decree of any court or any federal, state, local, foreign or other jurisdiction that contains claims that materially interfere with the issued governmental department, commission, board, bureau, agency or pending claims instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any patent within the Company pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except The Company and its Subsidiaries collectively own, possess, license or have other rights to use all material foreign and domestic patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other proprietary rights and processes necessary for the conduct of their businesses, taken as a whole, as now conducted or as proposed in the SEC Reports to be conducted (collectively, the “Intellectual Property”). To the Company’s Knowledge, (i) there are no rights of third parties to any Intellectual Property, other than as licensed by the Company; (ii) the Company’s or its Subsidiaries’ use of any such Intellectual Property in the conduct of its business as presently conducted does not infringe upon the rights of any third parties; (ii) there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action challenging the Company’s rights in or to or scope of any such Intellectual Property; (iv) there is no pending or threatened Action challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others. The Company is not aware of any facts required to be disclosed to the U.S. Patent and Trademark Office which have not been disclosed to the U.S. Patent and Trademark Office and which would preclude the grant of a patent in connection with any patent application of the Intellectual Property or could form the basis of a finding of invalidity with respect to any issued patents of the Intellectual Property. The Company and its Subsidiaries collectively have taken reasonable security measures to protect the secrecy, confidentiality and value of all of the Intellectual Property, except where the failure to do so would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except as would notnot reasonably be likely, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect on Sunshine: (i) the Company Sunshine and its subsidiaries own Subsidiary owns, or have the right is licensed to use (in each case, free and clear of any material Liens other than any Permitted Encumbrances), all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in Property necessary for the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”)its business as currently conducted; (iiii)(A) to the Company’s knowledge, the Company’s use of any Intellectual Property by Sunshine and its subsidiaries’ conduct of their respective businesses Subsidiary does not infringe, misappropriate or otherwise violate the rights of any person, and (B) no person has asserted to Sunshine in writing that Sunshine or its Subsidiary has infringed, misappropriated or otherwise violated the Intellectual Property rights of any such person; (iii) to the Company and knowledge of Sunshine, no person is challenging, infringing on or otherwise violating any right of Sunshine or its subsidiaries have not Subsidiary with respect to any Intellectual Property owned by Sunshine or its Subsidiary; (iv) neither Sunshine nor its Subsidiary has received any written notice of any valid pending claim relating with respect to any Intellectual PropertyProperty owned by Sunshine or its Subsidiary; and (ivv) to the knowledge of Sunshine, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the Company, the Intellectual Property operation of the Company business of Sunshine and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual PropertySubsidiary; and (Dvi) Sunshine and its Subsidiary have taken commercially reasonable actions to avoid the duty abandonment, cancellation or unenforceability 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 within the Company all material Intellectual Property have been materially complied withowned or licensed, respectively, by Sunshine and its Subsidiary. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all foreign offices having similar requirementsimprovements thereto and any renewals, such requirements have been materially complied withextensions or reissues thereof, in any jurisdiction; trade secrets; and copyrights and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof. A true and complete listing of all Intellectual Property owned by Sunshine or its Subsidiary is contained in Sunshine Disclosure Schedule 3.19.

Intellectual Property. Except for specific matters the Company is aware of that are accurately described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own owns, licenses, otherwise possesses, or have the right can promptly acquire on commercially reasonable terms, adequate rights to use all inventions, patents, patent applications, trademarks, service marks, trade names, trademark registrationsdomain names, service xxxx registrationscopyrights, domain names and other source indicatorslicenses, copyrights and copyrightable workstechnology, know-how, trade secrets, systems, procedures, secrets and other intellectual property and proprietary or confidential information information, systems or procedures (including all goodwill associated with, and all other worldwide intellectual propertyregistrations and applications for registration of, industrial property and proprietary rights the foregoing) (collectively, “Intellectual Property”) used in necessary for or material to the conduct of their respective its businesses (such Intellectual Propertyas currently conducted and as proposed in the Registration Statement, “the Pricing Disclosure Package and the Prospectus to be conducted by it. Except for specific matters the Company Intellectual Property”); (ii) to is aware of that are accurately described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the conduct of the business of the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does has not infringeinfringed, misappropriate misappropriated or otherwise violate violated any Intellectual Property of others in any person; (iii) the Company material respect, and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the conduct of the business of the Company as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted by it will not infringe, misappropriate or otherwise violate the Intellectual Property of others in any material respect. Except as disclosed in the Company Registration Statement, the Pricing Disclosure Package and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryProspectus, and all such agreements are in full force and effect, except in each case as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No technology employed by , there is no pending or, to the Company knowledge of the Company, threatened action, suit, proceeding or its subsidiaries has been obtained claim (i) challenging the Company’s rights in or is being used by to, or alleging the Company or its subsidiaries in violation of any contractual or legal obligation binding on of the Companyterms of, its subsidiaries, or any of their officersits Intellectual Property; (ii) alleging that the Company has infringed, directors, employees, misappropriated or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, otherwise violated or an obligation otherwise not to use the conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, except in each case scope or enforceability of any Intellectual Property owned by or exclusively or co-exclusively licensed to the Company. Except as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as under development would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned or licensed by the Company or any subsidiary fall within is, to the scope knowledge of the claims Company, valid and enforceable, is solely owned, licensed or co-licensed by the Company, is owned free and clear of one all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or more patents or patent applications otherwise violated any Intellectual Property owned by, by or exclusively or co-exclusively licensed toto the Company. The Company has at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property, the value of which to the Company is contingent upon maintaining the confidentiality thereof, and no such Intellectual Property has been disclosed other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company, all of whom are bound by written obligations to maintain the confidentiality thereof, except for disclosures that would not, individually or any subsidiaryin the aggregate, have a Material Adverse Effect. To the knowledge of the Company Company, all founders, current and its subsidiariesformer employees, (A) there is no patent or published patent application contractors, consultants and other parties involved in the U.S. or other jurisdiction that contains claims that materially interfere development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the issued or pending claims of any patent within Company, pursuant to which the Company either (x) has obtained ownership of and is the exclusive owner of such Intellectual Property; , or (By) there is no prior art that may render any patent within has obtained a valid right to exploit such Intellectual Property, sufficient for the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any conduct of the patents or patent applications included its business as currently conducted and as proposed in the Company Intellectual Property; Registration Statement, the Pricing Disclosure Package and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withProspectus to be conducted.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each of the Company and its subsidiaries own Subsidiaries owns or have is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, service markstrademark applications, trade names, trademark registrationsservice marks, service xxxx registrationscopyrights, domain names copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and other marketing data, object and source indicators, copyrights and copyrightable workscodes, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide intellectual property, industrial property similar rights and proprietary rights knowledge (collectively, “Intellectual Property”"INTANGIBLES") used in necessary for the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (iiits business as now being conducted and as presently contemplated to be conducted in the future. Section 3(l) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property Disclosure Schedule sets forth a list of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being Intangibles owned and/or used by the Company or in its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarybusiness. To the knowledge of the Company and its subsidiariesSubsidiaries, (A) neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to xxx or settlement agreement with respect to the validity of the Company's or its Subsidiaries' ownership of or right to use its Intangibles and there is no patent reasonable basis for any such claim to be successful. The Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or published patent application in been abandoned or canceled or is the U.S. subject of cancellation or other jurisdiction that contains claims that materially interfere adversarial proceedings, and all applications therefor are pending and in good standing. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the issued protection of the Intangibles used pursuant to licenses. No person is infringing on or pending claims of any patent within violating the Intangibles owned or used by the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withits Subsidiaries.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the right valid rights to use all (i) trademarks, trademark registrations, service marks, Internet domain name registrations, and all goodwill associated with the foregoing, patents, patent applications, trademarkscopyrights, service markscopyright registrations and trade secrets (the “Intellectual Property Rights”) and (ii) inventions, software, works of authorship, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secretsdatabases, formulae, Internet domain names, and other intellectual property (including unpatented and/or unpatentable proprietary or confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”)as currently conducted and described in the Prospectus; (ii) provided that the foregoing representation is made only to the Company’s knowledgeknowledge as it concerns third-party Intellectual Property Rights and Intellectual Property Assets. The Company and its subsidiaries have not received any written opinion from their legal counsel concluding that any activities of their respective businesses, each as currently conducted, infringe, misappropriate, or otherwise violate valid and enforceable Intellectual Property Rights of any third party, and the Company and its subsidiaries have not received written notice of any pending or threatened action, suit, proceeding or claim by any third party challenging the Company’s and its subsidiaries’ conduct rights in or to any of their respective Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the Company’s knowledge, the Company and its subsidiaries’ respective businesses does do not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any person; (iii) third party. All licenses for the Company and its subsidiaries have not received any written notice use of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of Rights by the Company described in the Prospectus are valid, binding upon, and enforceable against the Company and, to the Company’s knowledge, the other parties thereto in accordance to its subsidiaries is not being infringed, misappropriated or otherwise violated by any personterms. The Company and its subsidiaries have complied in all material respects with, and are not in breach in any material respect nor have received any written asserted or threatened claim of breach of any intellectual property license, and the Company and its subsidiaries have no knowledge of any breach or anticipated breach by any third party with respect to any intellectual property license to which the Company is a party. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property Rights sufficient, in the Company’s reasonable business judgment, for the conduct of their businesses as currently conducted and described in the Prospectus, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any third party in respect of, the Company’s and its subsidiaries’ right to own, use, or hold for use any of the material terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights as owned, used or held for use in the conduct of their business as currently conducted. The Company and its subsidiaries have at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. To the Company’s knowledge, no claims have been asserted or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by threatened against the Company or its subsidiaries has been obtained alleging a violation of any person’s privacy or is being used personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any conduct of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third partybusinesses, except in each case as where any such breach or violation would not reasonably be expected to have result in a Material Adverse Effect. The products described in the Registration StatementCompany and its subsidiaries take commercially reasonable measures to ensure that such information is protected against unauthorized access, the 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 patents or patent applications owned byuse, modification, or exclusively licensed toother misuse. The Company and its subsidiaries have used commercially reasonable efforts to obtain ownership of all works of authorship and inventions made by their employees, consultants and contractors during the Company time they were employed by or any subsidiary. To the knowledge of under contract with the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere subsidiaries and which are material to their businesses. All founders and key employees have signed confidentiality and invention assignment agreements with the issued Company or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withits applicable subsidiary.

Intellectual Property. Except as disclosed in the Registration Statement, General Disclosure Package, and Prospectus, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses, and other intellectual property rights and similar rights it believes are necessary or required for use in connection with their respective businesses as described in the Registration Statement, the General Disclosure Package, or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). To the knowledge of the Company, the Company is not now infringing any valid claim of any issued patents, copyrights, or trademarks of others. The Company has not conducted a “freedom to operate” study. Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property Rights has expired, terminated, or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably be expected to have a Material Adverse Effect or as disclosed in the Registration Statement. Other than as specifically described in the Registration Statement, the General Disclosure Package, or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, the Prospectus, or the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Company’s products or planned products as described in the Registration Statement, the General Disclosure Package, or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all of the Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and the Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality, and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except for specific matters described in the General Disclosure Package and the Final Prospectus, the Company and its subsidiaries own, possess or can acquire on reasonable terms, sufficient rights to use, all trademarks, service marks, trade names (including all goodwill associated with the foregoing), patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) material to the conduct of the business now conducted or proposed in the General Disclosure Package or the Final Prospectus to be conducted by them. The Company has taken reasonable and customary actions to prosecute and maintain each material patent and patent application owned by or exclusively licensed to the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party in a manner that could reasonably be expected to have a Material Adverse Effect. Neither the manufacture of, nor the use or sale of, any of the product candidates described in the General Disclosure Package and the Final Prospectus, would, to the Company’s knowledge, materially infringe or otherwise materially violate the Intellectual Property Rights of any third party. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties to any of the Intellectual Property Rights owned or purported to be owned by the Company and or its subsidiaries own or have the right to use all patentssubsidiaries, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, there is no infringement, misappropriation, breach, default or other violation, or the Company’s and occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual Property Rights of the Company or any of its subsidiaries’ conduct , (iii) none of their respective businesses does not infringe, misappropriate or otherwise violate any the Intellectual Property Rights used or held for use by the Company or any of its subsidiaries in their businesses has been obtained or is being used or held for use by the Company or any of its subsidiaries in violation of any person; contractual obligation binding on the Company or any of its subsidiaries or in violation of any rights of any third party, (iiiiv) the Company and its subsidiaries have not received taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any written notice of any valid claim relating to Intellectual Property; subsidiary is contingent upon maintaining the confidentiality thereof and (ivv) to the knowledge Company’s knowledge, all Intellectual Property Rights owned by or exclusively licensed to the Company or any of its subsidiaries are valid and enforceable. Except as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect, there is no pending or threatened action, suit, proceeding or claim by any third party (x) challenging the Company’s or any of its subsidiaries’ rights in or to, or alleging the violation of any of the Companyterms of, the any of their Intellectual Property Rights, (y) challenging the validity, enforceability or scope of any Intellectual Property Rights owned by or exclusively licensed to the Company and or any of its subsidiaries, or (z) alleging that the Company or any of its subsidiaries is not being has infringed, misappropriated or otherwise violated by or conflicted with any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property Rights of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service xxxx registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “"Intellectual Property”Property Assets") used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Company’s knowledge, General Disclosure Package and the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) their Knowledge still pending, by any other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in subsidiaries. To the Company’s Knowledge, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any contractual or legal obligation binding on other person. All licenses for the Company, its subsidiaries, or any use of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products Rights described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as under development described in the General Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any subsidiary fall within person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the scope execution of appropriate nondisclosure and confidentiality agreements. The consummation of the claims transactions contemplated by this Agreement will not result in the loss or impairment of one or more patents or patent applications owned bypayment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in hold for use any of the patents Intellectual Property Rights as owned, used or patent applications included held for use in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution conduct of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withbusiness as currently conducted.

Intellectual Property. Except Section 5.17 of the Apple Disclosure Schedule identifies (i) all applied for and registered trademarks and service marks, trade names, domain names, registered copyrights, pending and issued patents owned, used or licensed by or to Apple or any of its Subsidiaries that are material to the conduct of the business of Apple and its Subsidiaries, and (ii) all agreements and licenses relating to trademarks, technology, know-how or processes that Apple or its Subsidiaries is licensed or authorized to use, or which it licenses or authorizes others to use, that is material to the conduct of the business of Apple and its Subsidiaries (collectively, the “Apple Intellectual Property”). Apple and its Subsidiaries own and possess all rights, title and interest in and to, or as of the Closing, will own and possess all rights, title and interest in and to, free and clear of all Encumbrances, all of the Apple Intellectual Property and, as of the Closing, all of the Apple Intellectual Property will be in the name of Apple or its Subsidiaries. Apple and its Subsidiaries own or have the right to use the Apple Intellectual Property without infringing or violating the rights of any third parties, except where such infringement or violation would not, individually or in the aggregate, reasonably be expected to have a an Apple Material Adverse Effect, (i) . No consent of any third party will be required for the Company and use by the Surviving Corporation or its subsidiaries own Subsidiaries of the Apple Intellectual Property after the Effective Time. There are no claims asserted in writing by any Person against Apple or have any of its Subsidiaries regarding the ownership of or the right to use all patentsany Apple Intellectual Property or challenging the rights of Apple or any of its Subsidiaries with respect to any of the Apple Intellectual Property which would, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary individually or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Propertyaggregate, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a an Apple Material Adverse Effect. No technology employed by To the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation Knowledge of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case Apple as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned bydate hereof, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent infringement or published patent application in misappropriation of the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Apple Intellectual Property invalid or by any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withPerson.

Intellectual Property. Except as would not, individually or disclosed in the aggregateProspectus, reasonably be expected to have a Material Adverse Effect, (i) the Company and or its subsidiaries own or have possess the lawful right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service xxxx registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) their Knowledge still pending, by any other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of Company’s Knowledge, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, (A) there is no patent any misappropriation of, or published patent application other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the U.S. Prospectus are valid, binding upon, and enforceable by or against the respective parties thereto in accordance with their respective terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any license of its Intellectual Property Rights, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mxxx, trade name, copyright, trade secret, license in or other jurisdiction that contains claims that materially interfere with the issued intellectual property right or pending claims franchise right of any patent within the person. The Company Intellectual Property; (B) there is no prior art that may render any patent within the Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property invalid Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any patent application within additional amounts with respect to, nor require the Company Intellectual Property unpatentable; (C) there are no material defects consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the patents Intellectual Property Rights as owned, used or patent applications included held for use in the conduct of the business as currently conducted. No claims have been asserted or threatened against the Company Intellectual Property; alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. For purposes of this paragraph, the Company and its subsidiaries shall be deemed to refer to (1) Albireo Limited and its subsidiaries as they existed prior to the Share Exchange Closing Date and (D2) the duty of candor Company and good faith as required by its subsidiaries solely from and after the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withShare Exchange Closing Date.

Intellectual Property. Except as disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, except to the extent that the failure to own, possess, license or have other rights to use such Intellectual Property Rights or Intellectual Property Assets would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Change. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property; and (iv) to Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries subsidiaries’ respective businesses as now conducted do not constitute infringement of, misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus to which the Company is a party are, to the Company’s knowledge, valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. The Company has complied in all material respects with, and is not being infringedin material breach nor has received any written notice of any asserted or threatened claim of breach of, misappropriated any Intellectual Property license, and the Company has no knowledge of any material breach by any other person to any Intellectual Property license to which the Company is a party. Except as described in the Prospectus, no claim has been made in writing against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or otherwise violated by other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Company Intellectual Property Rights as owned, used or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed held by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to for use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope conduct of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith business as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withcurrently conducted.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own own, or have the right a valid license to use or otherwise take advantage of, all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in . To the conduct knowledge of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, no claims or allegations have been made by anyone that the Company’s and its subsidiaries’ conduct use or other exercise of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) by the Company and its subsidiaries have not received and/or any written notice subsidiary infringes or otherwise violates the rights of any valid claim relating to Intellectual Property; and (iv) anyone, and, to the knowledge of the Company, the use or other exercise by the Company and/or its subsidiaries of any Intellectual Property does not infringe on the rights of anyone. To the knowledge of the Company, no entity is infringing, misappropriating or otherwise violating the Intellectual Property. The Intellectual Property is exclusively owned by, or licensed to or by, the Company and and/or its subsidiaries and the owned Intellectual Property is not being infringedsubject to any licenses or other encumbrances, misappropriated or otherwise violated by any personother than encumbrances that do not materially interfere with the uses of such Intellectual Property. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed taken and, prior to the Effective Time will continue to take, such measures as are reasonably necessary to preserve and protect the Intellectual Property, other than third-party software generally available on a “shrink wrap” license or similar basis. The Company or any subsidiary, has provided Parent with true and correct copies of all such agreements are in full force and effect, except in each case as would not reasonably be expected contracts relating to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to which the Company and/or any of its subsidiaries is a previous employerparty. As used herein, or an obligation otherwise not to use the “Intellectual Property Property“ includes all patents, copyrights, trade secrets, trademarks, trade names, service marks (including any applications for, and registrations of any third partyof the foregoing), except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in ideas, concepts, discoveries, know-how, technology, inventions, improvements, modifications, techniques, processes, methods, operations, products, services, models, prototypes, logos, styles, designs (whether the Registration Statementdesign is ornamental or otherwise), the Pricing Disclosure Package computer programs and related documentation, other works of authorship, mask works and the Prospectus as under development by like that are subject to patent, copyright, trade secret, trademark or other intellectual property protection, and are used in, material to or necessary for the Company or any subsidiary fall within the scope conduct of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge business of the Company and and/or its subsidiaries, (A) there is no patent or published patent application in subsidiaries as conducted on the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withdate hereof.

Intellectual Property. Except as would You agree that any and all discoveries, concepts, ideas, inventions, writings, plans, articles, devices, products, designs, treatments, structures, processes, methods, formulae, techniques and drawings, and improvements or modifications related to the foregoing that are in any way related to Acacia's audio and video patent portfolio or any other intellectual property owned by Acacia or its affiliates or subsidiaries, whether patentable, copyrightable or not, individually which are made, developed, created, contributed to, reduced to practice, or conceived by You, whether solely or jointly with others, in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights connection with your employment with Acacia (collectively, the “Intellectual Property”) used shall be and remain the exclusive property of Acacia, and, to the extent applicable, a “work made for hire,” and Acacia shall own all rights, title and interests thereto, including, without limitation, all rights under copyright, patent, trademark, statutory, common law and/or otherwise. By your execution of this Agreement, You hereby irrevocably and unconditionally assign to Acacia all right, title and interest in the conduct of their respective businesses (any such Intellectual Property. You further agree to take all such steps and all further action as Acacia may reasonably request to effectuate the foregoing, “Company Intellectual Property”); (ii) to the Company’s knowledgeincluding, without limitation, the Company’s execution and its subsidiaries’ conduct delivery of their respective businesses does not infringesuch documents and applications as Acacia may reasonably request to secure the rights to Intellectual Property worldwide by patent, misappropriate copyright or otherwise violate to Acacia or its successors and assigns. You further agree promptly and fully to disclose any Intellectual Property to the officers of any person; Acacia and to deliver to such officers all papers, drawings, models, data and other material (iiicollectively, the “Material”) the Company and its subsidiaries have not received any written notice of any valid claim relating to any Intellectual Property; and (iv) Property made, reduced to practice, developed, created or contributed to by You and, upon termination, or expiration of your employment with Acacia, to turn over to Acacia all such Material. Any intellectual property which was developed by You prior to the knowledge date of this agreement, or which is developed by You during or after the Company, the Intellectual Property termination of the Company this Agreement and its subsidiaries is not being infringed, misappropriated or otherwise violated by in any person. The Company and its subsidiaries have complied with the material terms way related to any 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Acacia's or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries' or affiliates' intellectual property, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required shall be owned by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withYou.

Intellectual Property. Except as would The Employee shall not, individually at any time, have or claim any right, title or interest in the aggregateany trade name, reasonably be expected to have a Material Adverse Effectpatent, (i) the Company and its subsidiaries own or have the right to use all patentstrademark, patent applications, trademarks, service markscopyright, trade namessecret, trademark registrationsintellectual property, service xxxx registrationsmethodologies, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systemstechnologies, procedures, proprietary concepts, ideas or confidential information and all other worldwide intellectual property, industrial property and proprietary similar rights (collectively, “Intellectual Property”) belonging to the Company or any of its affiliates and shall not have or claim any right, title or interest in or to any material or matter of any kind prepared for or used in connection with the conduct business or promotion of their respective businesses (the Company or any of its affiliates, whether produced, prepared or published in whole or in part by the Employee or by the Company or any of its affiliates. All Intellectual Property that is conceived, devised, made, developed or perfected by the Employee, alone or with others, during the Employee’s employment that is related in any way to the Company’s or any of its affiliates’ business or is devised, made, developed or perfected utilizing equipment or facilities of the Company or its affiliates shall be works for hire and become the sole, absolute and exclusive property of the Company. If and to the extent that any of such Intellectual Property should be determined for any reason not to be a work for hire, the Employee hereby assigns to the Company all of the Employee’s right, title and interest in and to such Intellectual Property. At the reasonable request and expense of the Company but without charge to the Company, “whether during or at any time after the Employee’s employment with the Company, the Employee shall cooperate fully with the Company Intellectual Property”); and its affiliates in the securing of any trade name, patent, trademark, copyright or intellectual property protection or other similar rights in the United States and in foreign countries, including without limitation, the execution and delivery of assignments, patent applications and other documents or papers. In accordance with the Illinois Employee Patent Act, 765 ILCS 1060, the Employee is hereby notified by the Company, and understands, that the foregoing provisions do not apply to an invention for which no equipment, supplies, facilities or trade secret information of the Company or any of its affiliates was used and which was developed entirely on the Employee’s own time, unless (iii) the invention relates (A) to the business of the Company or (B) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employeesits affiliate’s actual or demonstrably anticipated research and development, or contractors, which violation relates to (ii) the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of invention results from any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development work performed by the Company or any subsidiary fall within Employee for the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withCompany.

Intellectual Property. Except as would not, individually or described in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse EffectGeneral Disclosure Package and the Prospectus, (i) the Company and or its subsidiaries own or have possess the lawful right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service xxxx registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Company’s knowledge, General Disclosure Package and the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) their Knowledge still pending, by any other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in subsidiaries. To the Company’s Knowledge, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any contractual or legal obligation binding on other person. All licenses for the Company, its subsidiaries, or any use of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products Rights described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as under development described in the General Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any subsidiary fall within person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the scope execution of appropriate nondisclosure and confidentiality agreements. The consummation of the claims transactions contemplated by this Agreement will not result in the loss or impairment of one or more patents or patent applications owned bypayment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in hold for use any of the patents Intellectual Property Rights as owned, used or patent applications included held for use in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution conduct of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withbusiness as currently conducted.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own the Subsidiaries have, or have the right rights to use use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systemsknowhow, proceduresinventions, proprietary or confidential information copyrights, licenses, governmental authorizations and all other worldwide intellectual property, industrial property rights and proprietary similar rights (collectively, the “Intellectual PropertyProperty Rights”) used as described in the conduct of SEC Reports as necessary or required for use in connection with their respective businesses businesses. None of, and neither Company nor any Subsidiary has received a notice (such Intellectual Propertywritten or otherwise) that any of, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within five (5) years from the date of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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 effectthis Agreement, except in each case as would for such expiration, termination or abandonment that could not reasonably be expected to have result in a Material Adverse Effect. No technology employed by Neither Company nor any Subsidiary has received, since the Company or its subsidiaries has been obtained or is being used by date of the Company or its subsidiaries in violation of any contractual or legal obligation binding on latest audited financial statements included within the CompanySEC Reports, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach a written notice of a confidentiality obligation, an obligation to assign claim or otherwise has any knowledge that Company’s Intellectual Property to a previous employer, Rights violate or an obligation otherwise not to use infringe upon the Intellectual Property Rights of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryPerson. To the knowledge of Company, all such Intellectual Property Rights are enforceable. There is no claim, action or proceeding being made or brought, or to the knowledge of Company, being threatened, against Company or its Subsidiaries regarding its Intellectual Property Rights. Company is unaware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. Company and its subsidiariesSubsidiaries have taken reasonable security measures to protect the secrecy, (A) there confidentiality and value of all of their intellectual properties. There are no third parties who have or, to Company’s knowledge, will be able to establish, rights to any of Company’s Intellectual Property Rights, except for the ownership rights of the owners of the Intellectual Property Rights which is licensed or assigned to Company. There is no patent or published or, to the knowledge of Company, patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company of Company’s Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withRights.

Intellectual Property. Except as would notset forth in Section 3.1(o) of the Disclosure Schedule and except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed : (a) the Company and each of its subsidiaries owns, or is licensed to use (in each case, clear of any Liens), all Intellectual Property (as defined below) used in or necessary for the conduct of its business as currently conducted; (b) the use of any Intellectual Property by the Company and its subsidiaries does not infringe on or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which the Company or any subsidiary acquired the right to use any Intellectual Property; and (c) to the knowledge of the Company, no person is challenging, infringing on or otherwise violating any right of the Company or any of its subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company or its subsidiaries and (d) neither the Company nor any of its subsidiaries has received any written notice of any pending claim with respect to any Intellectual Property used by the Company and its subsidiaries and to its knowledge no Intellectual Property owned and/or licensed by the Company or its subsidiaries has been obtained or is being used by or enforced in a manner that would result in the Company abandonment, cancellation or its subsidiaries unenforceability of such Intellectual Property. For purposes of this Agreement, "Intellectual Property" shall mean trademarks, service marks, brand names and other indications of origin, the goodwill associated with the foregoing and registrations in violation any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any contractual such registration or legal obligation binding on application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including, without limitation, divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the Companyuse or disclosure thereof by any person; writings and other works, its subsidiarieswhether copyrightable or not, in any jurisdiction; registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; any similar intellectual property or proprietary rights; and any claims or causes of their officers, directors, employees, action arising out of or contractors, which violation relates relating to the breach any infringement or misappropriation of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withforegoing.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all All patents, patent applications, trademarksproprietary designs, service markscopyrights, trade names, servicemarks, trademarks and trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property applications and proprietary rights know how which are currently owned by or licensed to each Seller are listed in SCHEDULE 3.7 attached hereto (collectively, “"Intellectual Property”) used "). Except as set forth in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the CompanySCHEDULE 3.7, the Intellectual Property is all of the Company and its subsidiaries intellectual property necessary for the operation of the Business as it is not being infringed, misappropriated or otherwise violated by any personcurrently conducted. The Company and its subsidiaries have complied with the material terms All of each agreement pursuant to which Company Intellectual Property has Seller's patents, patent applications and trademarks have been licensed to registered in, filed in or issued by the Company United States Patent Office or any subsidiarythe corresponding offices of other countries identified in SCHEDULE 3.7, and have been properly maintained and renewed in accordance with all such agreements are in full force applicable laws and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described regulations in the Registration Statement, the Pricing Disclosure Package United States 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 subsidiaryeach such country. To the knowledge of the Company Stockholder, all of the issued patents within the Intellectual Property are currently in compliance with applicable formal legal requirements (including payment of filing, examination or maintenance fees) and its subsidiariesare valid and enforceable. Except as set forth in SCHEDULE 3.7 and to the knowledge of the Stockholder, the Intellectual Property's use does not require the consent of or payment to any other Person. To the knowledge of the Stockholder and except as set forth in SCHEDULE 3.7, the Intellectual Property is freely transferable and owned exclusively by each Seller, free and clear of any Liens. To the knowledge of the Stockholder and except as set forth in SCHEDULE 3.7, (Aa) there is no patent other Person has an interest in or published patent application in right or license to use, or the U.S. or right to license any other jurisdiction that contains claims that materially interfere with Person to use, any of the issued or pending claims of any patent within the Company Intellectual Property; , (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (Cb) there are no material defects in claims or demands of any other Person pertaining thereto and no proceedings have been instituted, or are pending or, to the knowledge of the patents Stockholder, threatened, which challenge any Seller's rights in respect thereof, (c) none of the Intellectual Property is being infringed by another Person or patent applications is subject to any outstanding order, decree, ruling, charge, injunction, judgment or stipulation, and (d) no Claim has been made or, to the knowledge of the Stockholder, is threatened charging such Seller with infringement of any adversely held Intellectual Property. With respect to all know-how that is included as part of the Intellectual Property, to the knowledge of the Stockholder, each Seller has taken all reasonable precautions to protect the secrecy, confidentiality and value of such know-how (including the enforcement by each Seller of a policy requiring each employee or contractor to execute proprietary information and confidentiality agreements substantially in the Company Intellectual Property; and (D) the duty form of candor and good faith as required by the United States Patent and Trademark Office during the prosecution such Seller's standard form, a copy of the United States patents and patent applications within the Company Intellectual Property have which has been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withprovided to Buyer).

Intellectual Property. Except as would not, individually The Company and each of its Subsidiaries owns or possesses valid and binding licenses and other rights to use (in the aggregate, reasonably be expected to have a Material Adverse Effect, (imanner and the geographic areas in which they are currently used) the Company and its subsidiaries own or have the right to use without payment all patents, patent applicationscopyrights, trademarks, service markstrade secrets, trade names, trademark registrationsservice marks and trademarks material to its business. The Company’s Disclosure Letter sets forth a complete and correct list of all material trademarks, trade names, service xxxx registrationsmarks and copyrights owned by or licensed to the Company or any of its Subsidiaries for use in its business, domain names and all licenses and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information agreements relating thereto and all agreements relating to third party intellectual property that the Company or any of its Subsidiaries is licensed or authorized to use in its business, including without limitation any software licenses but excluding any so-called “shrink-wrap” license agreements and other worldwide intellectual property, industrial property and proprietary rights similar computer software licensed in the ordinary course of business and/or otherwise resident on desktop computers (collectively, the “Intellectual Property”) used ). With respect to each item of Intellectual Property owned by the Company or any of its Subsidiaries, the owner possesses all right, title and interest in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) and to the Company’s knowledgeitem, free and clear of any Lien. With respect to each item of Intellectual Property that the Company or any of its Subsidiaries is licensed or authorized to use, the Company’s license, sublicense or agreement covering such item is legal, valid, binding, enforceable and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) in full force and effect as to the Company and the Subsidiaries. Neither the Company nor any of its subsidiaries have not Subsidiaries has received any written charge, complaint, claim, demand or notice alleging any interference, infringement, misappropriation or violation with or of any valid claim relating to Intellectual Property; and intellectual property rights of a third party (iv) to including any claims that the Company or any of its Subsidiaries must license or refrain from using any intellectual property rights of a third party). To the knowledge of the Company, the Intellectual Property of neither the Company and nor any of its subsidiaries is not being infringedSubsidiaries has interfered with, infringed upon, misappropriated or otherwise violated by come into conflict with any person. The Company intellectual property rights of third parties and its subsidiaries have complied no third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with the material terms any intellectual property rights 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or of its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The Company and the Company Subsidiaries own (free and its subsidiaries own clear of any Liens (other than Permitted Liens), exclusive licenses or non-exclusive licenses not granted in the ordinary course of business) or have the right a valid license to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Property used in or necessary to carry on their business as currently conducted, and (ii) such Intellectual Property referenced in clause (i) above is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the conduct of their respective businesses (Company’s or the Company Subsidiaries’ use of, or rights to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property used in their business as presently conducted, “all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or misappropriation of, or any conflict with, the rights of others with respect to any Intellectual Property”); (ii) , and no reasonable basis exists for any such claim. To the Company’s knowledge, no third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Company or the Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted, or, to the Company’s knowledge, threatened against the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeCompany or any Company Subsidiary concerning the ownership, misappropriate validity, registerability, enforceability, infringement or otherwise violate use of, or licensed right to use, any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to . To the knowledge of the Company, the Intellectual Property none of the Company and its subsidiaries or any of the Company Subsidiaries is not being infringed, misappropriated using or otherwise violated by enforcing any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been owned by or licensed to the Company or any subsidiary, and all such agreements are of the Company Subsidiaries in full force and effect, except in each case as a manner that would not reasonably be expected to have a Material Adverse Effectresult in the abandonment, cancellation or unenforceability of such Intellectual Property. No technology employed by The Company and each of the Company or its subsidiaries Subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates taken commercially reasonable measures to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use protect the Intellectual Property of any third party, except in each case as would not reasonably be expected owned by or licensed to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.

Intellectual Property. Except The Company and each Subsidiary owns or possesses, or has the right to use, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed or required by it in connection with the business currently conducted by it as would not, individually or described in the aggregateSEC Reports, reasonably be expected except such as the failure to have a Material Adverse Effect, (i) the Company and its subsidiaries so own or possess or have the right to use all patentswould not have, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary singly or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct aggregate, a Material Adverse Effect on the Company and the Subsidiaries taken as a whole. To the Company’s knowledge, there are no valid and enforceable United States patents that are infringed by the business currently conducted by the Company or any Subsidiary, or as currently proposed to be conducted by the Company or any Subsidiary, as described in the SEC Reports and which infringement would have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole. The Company is not aware of their respective businesses (such Intellectual Propertyany basis for a finding that the Company or any Subsidiary does not have valid title or license rights to the patents and patent applications referenced in the SEC Reports as owned or licensed by the Company or any Subsidiary, “Company Intellectual Property”); (ii) and, to the Company’s knowledge, neither the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeCompany nor any Subsidiary is subject to any judgment, misappropriate order, writ, injunction or otherwise violate any Intellectual Property decree of any person; (iii) court or any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any contract, which restricts or impairs the use of any of the foregoing which would have a Material Adverse Effect on the Company and its subsidiaries have not the Subsidiaries taken as a whole. Neither the Company nor any Subsidiary has received any written notice of infringement of or conflict with asserted rights of any valid claim relating to Intellectual Property; and (iv) third party with respect to the knowledge of business currently conducted by it as described in the CompanySEC Reports and which, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed if determined adversely to the Company or any subsidiarySubsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding Effect on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is the Subsidiaries taken as a whole and the Company has no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims knowledge of any patent within the Company Intellectual Property; (B) there is no prior art facts or circumstances that may render would serve as a reasonable basis for any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withclaims.

Intellectual Property. 2.34.1 Except as would not, individually or set forth in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effectthe Pricing Prospectus and the Prospectus, (i) the Company and its subsidiaries Subsidiaries own or have the right to use pursuant to license, sublicense, agreement or permission, all patents, patent applications, trademarks, service marks, patent applications, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-howcopyrights, trade secrets, systemsdomain names, proceduresinformation, proprietary or confidential information rights and all other worldwide intellectual property, industrial property and proprietary rights processes (collectively, “Intellectual Property”) used in that are necessary for the conduct of the business of the Company and its Subsidiaries now operated by them, or as proposed to be operated by them, as described in the Registration Statement, the Pricing Prospectus and the Prospectus, except for such failure to own or have the right to use as would not have a Material Adverse Effect, without any material conflict with or infringement of the interests of others, and the Company and its Subsidiaries have taken all reasonable steps necessary to secure or perfect their respective businesses (interests in such Intellectual PropertyProperty and have taken all reasonable steps necessary to secure assignment of such Intellectual Property from their employees and contractors, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct Company has no knowledge of their respective businesses does not infringe, misappropriate or otherwise violate any infringement by any third party of any Intellectual Property of any person; the Company and its Subsidiaries, (iii) the Company and its subsidiaries have is not received any written notice a party to outstanding options, licenses or agreements of any valid claim kind relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is Subsidiaries except as would not being infringedhave a material adverse effect on the assets, misappropriated business or otherwise violated by any person. The operations of the Company and its subsidiaries Subsidiaries, taken as a whole, (iv) the Company and its Subsidiaries have complied in all material respects with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiarySubsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected (v) to have a Material Adverse Effect. No the Company’s knowledge after due inquiry, none of the technology or information employed by the Company or and its subsidiaries Subsidiaries has been obtained or is being used by the Company or and its subsidiaries Subsidiaries in violation of any contractual or legal fiduciary material obligation binding on the Company, Company and its subsidiariesSubsidiaries or any of its or their directors or executive officers, or any of its or their officers, directors, employees, or contractors, which otherwise in violation relates to of the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property rights of any third party, except in each case (vi) neither the Company nor any of its Subsidiaries has received any written or, to the Company’s knowledge, oral communications alleging that the Company or its Subsidiaries has violated, infringed or conflicted with, or, by conducting its business as would not reasonably be expected to have a Material Adverse Effect. The products described set forth in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus as (including the commercialization of products or services under development by development), violates, infringes or conflicts with any of the Intellectual Property of any other person or entity or engages in unfair competition or trade practice, and the Company or is unaware of any subsidiary fall within the scope of the claims of one or more patents or patent applications owned byfacts which could form a reasonable basis for such allegations, or exclusively licensed to, the Company or any subsidiary. To the knowledge of and (vii) and the Company and its subsidiariesSubsidiaries have taken reasonable measures to prevent the unauthorized dissemination or publication of their confidential information and, (A) there is no patent to the extent required to do so by contract or published patent application under law, the confidential information of third parties in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withtheir possession.

Intellectual Property. Except The Company and each of its Subsidiaries owns, possesses or has valid and enforceable licenses to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of the Company’s and it Subsidiaries’ business as now conducted or as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted, except as such failure to own, possess, or acquire such rights would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected result in a Material Adverse Effect. Furthermore, (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, the effect of which would have a Material Adverse Effect; (B) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any of its Subsidiaries’ rights in or to any such Intellectual Property, the effect of which would have a Material Adverse Effect; (iC) the Intellectual Property owned by the Company and its subsidiaries own or have the right to use all patentsSubsidiaries, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of licensed to the Company and its subsidiaries Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is not being infringedno pending or, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any subsidiarysuch Intellectual Property, and all such agreements are in full force and effect, except in each case as the effect of which would not reasonably be expected to have a Material Adverse Effect. No technology employed ; (D) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries has been obtained Subsidiaries infringes, misappropriates or is being used by otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officersits Subsidiaries has received any written notice of such claim, directors, employees, or contractors, the effect of which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products ; (E) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, the effect of which would have a Material Adverse Effect; and (F) there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Intellectual Property described in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus as under development being owned by or licensed to 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. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere interferes with the issued or pending claims of any patent within the Company such Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company . “Intellectual Property; ” shall mean all patents, patent applications, trade and (D) the duty of candor service marks, trade and good faith as required by the United States Patent service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withother intellectual property.

Intellectual Property. Except The Mykrolis Disclosure Schedule contains a complete and correct list of all material patents and registered trademarks, trade names, registered service marks, and registered copyrights, and all material applications for any of the foregoing owned by Mykrolis and its Subsidiaries as would notof the date of this Agreement. With such exceptions as, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse EffectEffect on Mykrolis, (i) to the Company and knowledge of Mykrolis, Mykrolis or one of its subsidiaries own Subsidiaries is the sole owner of or have has the right to use without the payment of any fee or royalty to any other person (other than pursuant to Mykrolis Material Contracts or other agreements the non-disclosure of which therein does not constitute a misrepresentation under Section 4.01(i)) all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of Property necessary to carry on their respective businesses (such Intellectual Propertysubstantially as currently conducted. As of the date of this Agreement, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and neither Mykrolis nor any of its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not Subsidiaries has received any written notice that any material Intellectual Property owned by or exclusively licensed to Mykrolis and/or its Subsidiaries has been declared unenforceable or otherwise invalid by any court or governmental agency. As of any valid claim relating to Intellectual Property; and (iv) the date of this Agreement, there is, to the knowledge of Mykrolis, no material existing infringement, misappropriation or other violation by others of any Intellectual Property owned by or exclusively licensed to Mykrolis and/or its Subsidiaries. From January 1, 2002 to the Companydate of this Agreement, neither Mykrolis nor any of its Subsidiaries has received any written notice alleging that the operation of the business of Mykrolis or any of its Subsidiaries either infringes, misappropriates or otherwise violates in any material respect the Intellectual Property rights of others. Neither Mykrolis nor any of its Subsidiaries is a party to any settlements, covenants not to sxx, consents, decrees, stipulations, judgments, or orders resulting from suits, actions or similar legal proceedings which (i) restrict the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms rights 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Mykrolis or any of their officers, directors, employees, or contractors, which violation relates its Subsidiaries to use any Intellectual Property material to the breach business of a confidentiality obligationMykrolis or any of its Subsidiaries as currently conducted, an obligation (ii) restrict in any material respect the conduct of business of Mykrolis or any of its Subsidiaries as currently conducted in order to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of accommodate any third party’s Intellectual Property rights, except in each case as would not reasonably be expected or (iii) permit third parties to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development use any material Intellectual Property owned 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 to Mykrolis or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.

Intellectual Property. Disclosure Schedule 4.13 contains a true and correct list of all of the Intellectual Property, including, but not limited to, all trade and corporate names and registered and unregistered product names and trademarks used by the Seller in connection with the Business or the products used during the past three (3) years, all licenses and other rights granted by the Seller to any third party with respect to such Intellectual Property and all such licenses and other rights granted by any third party to the Seller except for licenses covering “off the shelf” or downloadable software that is generally available to the public and has not been materially modified or customized. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectset forth on Disclosure Schedule 4.13, (ia) the Company Seller owns and its subsidiaries own possesses all right, title and interest in and to, or have has a valid license to, all of the right Intellectual Property necessary for the operation of the Business as presently conducted and none of such Intellectual Property has been abandoned; (b) no claim by any third party contesting the validity, enforceability, use or ownership of any such Intellectual Property has been made against the Seller, is currently outstanding or, to use all patentsthe Knowledge of the Seller, patent applicationsis credibly threatened in writing, trademarksand to the Knowledge of the Seller, service marksthere is no reasonable basis for any such claim; (c) none of the Seller or any registered agent thereof has received any written notices of an allegation of any infringement or misappropriation by, trade namesor other conflict with, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (any third party with respect to such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct nor has any such Person received any claims of their respective businesses does not infringe, misappropriate infringement or otherwise violate misappropriation of or other conflict with any Intellectual Property of any personthird party; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (ivd) to the knowledge Knowledge of the CompanySeller, the Intellectual Property of the Company and its subsidiaries is Seller has not being infringed, misappropriated or otherwise violated by in any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or respect any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected nor to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope Knowledge of the claims of one Seller will any infringement, misappropriation or more patents or patent applications owned by, or exclusively licensed to, other conflict with respect to the Company or any subsidiary. To the knowledge Intellectual Property occur as a result of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Propertytransactions described herein; and (De) to the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution Knowledge of the United States patents and patent applications within the Company Intellectual Property have been materially complied withSeller, and in all foreign offices having similar requirementsno other Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, such requirements have been materially complied withIntellectual Property.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have Schedule 3.1(43) sets out a Material Adverse Effect, complete and accurate list of (ia) the Company all active applications and its subsidiaries own or have the right to use all registrations for domestic and foreign patents, patent applications, trademarks, service trade-marks, trade names, trademark registrationscopyrights, industrial designs, business names, certification marks, service xxxx registrationsmarks, domain names distinguishing guises, business styles and other source indicators, copyrights and copyrightable worksindustrial or intellectual property that are owned by or licensed to MFI; (b) all trade secrets, know-how, trade secretsinventions, systemsformulas, proceduresprocesses and technology material to the Business; and (c) all computer systems and application software, proprietary including all related documentation owned or confidential information licensed by MFI, and the latest revisions of all other worldwide intellectual property, industrial property related object and proprietary rights source codes owned by MFI (collectively, the “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property), “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property including particulars of any person; (iii) registration, details of all applications for registration. MFI is the Company and its subsidiaries have not received any written notice sole owner of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property except in the case of the Company and its subsidiaries is not being infringed, misappropriated Intellectual Property licensed to MFI or if otherwise violated by any persondisclosed. The Company Purchaser has been given an opportunity to review the complete and its subsidiaries have complied with the material terms correct copies of each agreement pursuant to which Company all Contracts whereby any rights in respect of Intellectual Property has have been granted or licensed to MFI. Except as disclosed in Schedule 3.1(43), MFI has the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not exclusive right to use all of the Intellectual Property and has not granted any licence or other rights to any other Person in respect of the Intellectual Property. The Intellectual Property is free and clear of any third party, except in each case as would not reasonably be expected to have a Material Adverse EffectEncumbrances other than the Permitted Encumbrances. The products described in Intellectual Property is sufficient to conduct the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryBusiness. To the knowledge of the Company and its subsidiariesVendors, (A) there is no patent MFI has never used or published patent application in the U.S. enforced, or other jurisdiction that contains claims that materially interfere with the issued failed to use or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in enforce, any of the patents Intellectual Property in any manner which could limit its validity or patent applications included result in its invalidity. To the Company knowledge of the Vendors, and except as disclosed in Schedule 3.1(43), there has been no infringement or violation of MFI’s rights in and to the Intellectual Property or any trade secrets or confidential information, nor any claim of adverse ownership, invalidity or other opposition to or conflict with any of the Intellectual Property; and (D) . To the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution knowledge of the United States patents and patent applications within the Company Intellectual Property have been materially complied withVendors, and MFI is not nor has engaged in all foreign offices having similar requirements, such requirements have been materially complied withany activity that violates or infringes any intellectual property rights of any other Person.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The Company and the Company Subsidiaries own (free and its subsidiaries own clear of any claims, Liens, encumbrances, exclusive licenses or non-exclusive licenses not granted in the ordinary course of business) or have the right a valid license to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Property used in or necessary to carry on their business as currently conducted, and (ii) such Intellectual Property referenced in clause (i) above is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the conduct of their respective businesses (Company’s or the Company Subsidiaries’ use of, or rights to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property used in their business as presently conducted, “all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or misappropriation of, or any conflict with, the rights of others with respect to any Intellectual Property”); (ii) , and no reasonable basis exists for any such claim. To the Company’s knowledge, no third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Company or the Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted, or, to the Company’s knowledge, threatened against the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeCompany or any Company Subsidiary concerning the ownership, misappropriate validity, registerability, enforceability, infringement or otherwise violate use of, or licensed right to use, any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to . To the knowledge of the Company, the Intellectual Property none of the Company and its subsidiaries or any of the Company Subsidiaries is not being infringed, misappropriated using or otherwise violated by enforcing any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been owned by or licensed to the Company or any subsidiary, and all such agreements are of the Company Subsidiaries in full force and effect, except in each case as a manner that would not reasonably be expected to have a Material Adverse Effectresult in the abandonment, cancellation or unenforceability of such Intellectual Property. No technology employed by The Company and each of the Company or its subsidiaries Subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates taken all reasonable measures to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use protect the Intellectual Property of any third party, except in each case as would not reasonably be expected owned by or licensed to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.

Intellectual Property. Except as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Company and the Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property used in or necessary for the conduct of its subsidiaries own business as currently conducted; (ii) the use of any Intellectual Property by the Company and the Subsidiaries does not infringe on or have otherwise violate the rights of any Person and is in accordance with any applicable license pursuant to which the Company or any Subsidiary acquired the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “any Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property no Person is challenging, infringing on or otherwise violating any right of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied of the Subsidiaries with the material terms of each agreement pursuant respect to which Company any Intellectual Property has been owned by and/or licensed to the Company or any subsidiary, the Subsidiaries; and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by (iv) neither the Company nor any of the Subsidiaries has received any written notice or its subsidiaries otherwise has been obtained knowledge of any pending claim, order or is being proceeding with respect to any Intellectual Property used by the Company or the Subsidiaries and to its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign knowledge no Intellectual Property to owned and/or licensed by the Company or the Subsidiaries is being used or enforced in a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as manner that would not reasonably be expected to have a Material Adverse Effect. The products described result in the Registration Statementabandonment, cancellation or unenforceability of such Intellectual Property. For purposes of this Section, the Pricing Disclosure Package term "Intellectual Property" shall mean trademarks, service marks, brand names, certification marks, trade dress and the Prospectus as under development by the Company or any subsidiary fall within the scope other indications of the claims of one or more patents or patent applications owned by, or exclusively licensed toorigin, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere goodwill associated with the issued foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or pending claims renewal of any patent within the Company Intellectual Propertysuch registration or application; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid inventions, discoveries and ideas, whether patentable or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects not, in any jurisdiction; patents, applications for patents (including, without limitation, divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any Person; writings and other works, whether copyrightable or not, in any jurisdiction; registrations or applications for registration of the patents copyrights in any jurisdiction, and any renewals or patent applications included in the Company Intellectual Propertyextensions thereof; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having any similar requirements, such requirements have been materially complied withintellectual property or proprietary rights.

Intellectual Property. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries has, or has rights to use or own or possess, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the Registration Statement, the General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). To the knowledge of the Company, neither the Company nor any subsidiary is now infringing, and upon further development or commercialization, will not infringe, any valid claim of any issued patents, copyrights or trademarks of others. Neither the Company nor any subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably be expected to have a Material Adverse Effect. Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, the Company has not received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, or the Prospectus, a written notice of a claim or otherwise has any knowledge that the Company’s or its subsidiaries’ products or planned products as described in the Registration Statement, the General Disclosure Package or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and each subsidiary has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except as would notContractor represents and warrants that it has the full legal power and authority to grant any and all licenses of materials used by the Contractor for this Agreement and hereby grants to the Village any and all such licenses and unrestricted use thereof. The Village shall own, individually without restriction or in the aggregatelimitation, reasonably be expected to have a Material Adverse Effectall text, (i) the Company graphics, designs, renderings, images, logos, social media posts, audio visual materials, tag lines, processes, ideas and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information any and all other worldwide intellectual property, industrial property content in any and proprietary rights all formats (collectively, collectively “Intellectual Property”) used created by or provided by Contractor, Contractor’s employees or Contractor’s independent contractors for purposes of fulfilling the terms of this Agreement. Contractor will ensure that all independent contractors have written agreements in place that transfers ownership of all Intellectual Property created by them or provided by them to the Village, without restriction or limitation. Contractor represents and warrants that all Intellectual Property provided to the Village by Contractor will not infringe on any copyrights, trademark rights, patent rights, trade secrets or other rights of any third-party. Contractor agrees to indemnify, defend and hold Village harmless from and against any loss, cost, damage, liability, or expense (including attorney’s fees and other reasonable litigation expenses) suffered or incurred by Village in connection with any such infringement claim by any third-party. If a claim is made or an action brought that the materials provided (or any component thereof) to the Village, infringes a third-party patent, copyright, or trademark, or misappropriates any trade secret or other intellectual property right, then Contractor will defend Village from, in the conduct manner and form determined in the sole discretion of their respective businesses the Village, and indemnify and hold harmless Village against, such claim and any resulting costs, damages and attorneys’ fees arising out of or incurred as a result of such claim, together with all amounts finally awarded or agreed to in settlement. The Village shall have sole control of the defense and all related settlement negotiations at the Contractor’s expense. Contractor agrees to cooperate fully in any investigation, defense or settlement of such claim or action. If the Village is enjoined from using any Intellectual Property due to an actual or claimed infringement of any patent, trademark, or copyright or other property right or for any other reason, then at Contractor’s option, Contractor shall promptly either: (i) procure for the Village, at Contractor’s expense, the right to continue using the Intellectual Property; or (ii) replace or modify the Intellectual Property, at Contractor’s expense, so that the Intellectual Property become non-infringing. Contractor shall assist the Village in protecting its ownership of the Intellectual Property. Such assistance shall include, without limitation, providing such assistance as may be necessary for the Village to obtain registrations for its rights in and to any Intellectual Property solely in the name of Village and to enforce its rights in such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any . These Intellectual Property rights, representations, warrants and protections will survive the termination or expiration of any person; (iii) the Company and its subsidiaries have not received any written notice this Agreement, whether by lapse of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated time or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withotherwise.

Intellectual Property. Except as would notdescribed, individually or by incorporated by reference, in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries own or have the right possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicatorsnames, copyrights and copyrightable worksgoodwill associated with the foregoing, copyrights, licenses, inventions, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide technology and intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used necessary for the conduct of its business as currently conducted and as proposed to be conducted as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own or possess adequate rights to use such Intellectual Property would not reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company, the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) as currently conducted and as proposed to be conducted as set forth in the Company’s knowledgeRegistration Statement, the Company’s Pricing Disclosure Package and its subsidiaries’ conduct of their respective businesses the Prospectus, does not infringe, misappropriate or otherwise violate any Intellectual Property such rights of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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 effectothers, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by Except as would not reasonably be expected to have a Material Adverse Effect, the Company has not received any notice in the past six years or its subsidiaries has been obtained any written notice of any claim of infringement, misappropriation or is being used by the Company or its subsidiaries in other violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, or any claim challenging the validity, scope, or enforceability of any Intellectual Property owned by or licensed to the Company or the Company’s rights therein, excluding office actions before the U.S. Patent and Trademark Office and foreign patent and trademark offices arising in the ordinary course of prosecuting any pending applications included within such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, no third party has infringed, misappropriated or otherwise used Intellectual Property owned by the Company in conflict with the Company’s rights therein. Except as described, or incorporated by reference, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all Intellectual Property owned by the Company is owned solely by the Company and is owned free and clear of all material liens, encumbrances, defects or other restrictions. Except as would not reasonably be expected to have a Material Adverse Effect, all licenses pursuant to which any material Intellectual Property is licensed to the Company are free and clear of all liens and free of any restrictions or defects that would conflict with the conduct of the business of the Company. The Company has no knowledge of any specific facts that would support a finding that any of the issued or granted patents owned by or licensed to the Company is invalid or unenforceable and, to the knowledge of the Company, all such issued or granted patents are valid and enforceable. To the knowledge of the Company, there is no patent or patent application of any third party that contains claims that would interfere with a patent or patent application owned by or licensed to the Company or any of its subsidiaries, and no such patent interference has been provoked or declared. The Company is not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their respective use of any Intellectual Property. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Intellectual Property owned by the Company from their employees, consultants, agents and contractors. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects. To the knowledge of the Company, no governmental agency or body or other third party has any claim or right in or to any Intellectual Property owned by the Company or any of its subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect on the conduct of its business as currently conducted and as proposed to be conducted as set forth in each case the Registration Statement, the Pricing Disclosure Package and the Prospectus. No software governed by a license commonly referred to as an open source, free software, copyleft or community source code license, including, but not limited to, the GNU General Public License or GNU Lesser General Public License (such software, “Open Source Software”), is used by the Company or any of its subsidiaries in a manner that obligates the Company to (A) distribute or disclose any other software combined, distributed or otherwise made available with such Open Source Software in source code form or (B) license or otherwise make available such Open Source Software and/or other software combined, distributed or otherwise made commercially available with such Open Source Software or any associated Intellectual Property on a royalty free basis, except as would not reasonably be expected to have a Material Adverse Effect. The products described Company and its subsidiaries have taken all reasonable security measures to protect its rights in the Registration Statementmaterial confidential information and material trade secrets they own, the Pricing Disclosure Package including, without limitation, requiring each employee and the Prospectus as under development by the Company or consultant and any subsidiary fall within the scope of the claims of one or more patents or patent applications owned byother person with access to material trade secrets to execute a binding confidentiality agreement and, or exclusively licensed to, the Company or any subsidiary. To to the knowledge of the Company and its subsidiariesCompany, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of has not been any patent within the Company Intellectual Property; (B) there is no prior art that may render breach by any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property party to such confidentiality agreements, except where such breach would not reasonably be expected to have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied witha Material Adverse Effect.

Intellectual Property. Except Other than as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (i) the Change The Company and its subsidiaries own or have possess the right to use all (i) patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service xxxx registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property; and (iv) to Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is subsidiaries’ respective businesses as now conducted do not being infringedgive rise to any infringement of, misappropriated any misappropriation of, or otherwise violated other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by any personor against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and its subsidiaries have complied with the material terms is not in breach nor has received any asserted or threatened claim of each agreement pursuant to which Company breach of any Intellectual Property has been licensed to license, and the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation no knowledge of any contractual breach or legal obligation binding on the Company, its subsidiaries, or anticipated breach by any of their officers, directors, employees, or contractors, which violation relates other person to the breach of a confidentiality obligation, an obligation to assign any Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case license. Other than as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, no material claim has been made against the Pricing Disclosure Package and Company alleging the Prospectus as under development infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any subsidiary fall within person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the scope execution of appropriate nondisclosure and confidentiality agreements. The consummation of the claims transactions contemplated by this Agreement will not result in the loss or impairment of one or more patents or patent applications owned bypayment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in hold for use any of the patents Intellectual Property Rights as owned, used or patent applications included held for use in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution conduct of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withbusiness as currently conducted.

Intellectual Property. Except as would not, individually The Company owns or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have possesses the right to use all patents, patent applicationstrademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other intellectual property (collectively, “Intellectual Property”) necessary to carry on its business as currently conducted, and as proposed to be conducted and described in the the SEC Filings, and the Company is not aware of any claim to the contrary or any challenge by any other person to the rights of the Company with respect to the foregoing except for those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the SEC Filings are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and are not in breach nor have received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. To the Company’s Knowledge, the Company’s business as now conducted and as proposed to be conducted does not and will not infringe or conflict with any valid and enforceable patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-howcopyrights, trade secrets, systems, procedures, proprietary licenses or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property or franchise right of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating and, if found to Intellectual Property; and (iv) to the knowledge of the Companyso infringe or conflict, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected do so in a manner or to an extent that it could have a Material Adverse Effect. No technology employed claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its subsidiaries rights in all Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use or hold for use any of the Intellectual Property as owned, used or held for use in the conduct of the businesses as currently conducted. With respect to the use of the software in the Company’s business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been obtained corrected, and to the Company’s Knowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is being used subject to the terms of any “open source” or other similar license that provides for the source code of the software to be publicly distributed or dedicated to the public. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or its subsidiaries in threatened against the Company alleging a violation of any contractual person’s privacy or legal obligation binding on personal information or data rights and the Companyconsummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, its subsidiariesdata protection, or any the collection and use of their officerspersonal information collected, directors, employeesused, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to held for use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within in the scope conduct of the claims of one or more patents or patent applications owned byCompany’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withmisuse.

Intellectual Property. CenterState and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any material Liens), all Intellectual Property necessary for the conduct of its business as currently conducted. Except as would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect on CenterState: (a) (i) to the Company knowledge of CenterState, the use of any Intellectual Property by CenterState and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which CenterState or any CenterState Subsidiary acquired the right to use any Intellectual Property, and (ii) no person has asserted in writing to CenterState that CenterState or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person, (b) to the knowledge of CenterState, no person is challenging, infringing on or otherwise violating any right of CenterState or any of its Subsidiaries with respect to any Intellectual Property of owned by and/or licensed to CenterState or its Subsidiaries, and (c) neither CenterState nor any person; (iii) the Company and its subsidiaries have not CenterState Subsidiary has received any written notice of any valid pending claim relating with respect to any Intellectual Property owned by CenterState or any CenterState Subsidiary, and CenterState and its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by CenterState and its Subsidiaries. For purposes of this Agreement, “Intellectual Property; ” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and (iv) to the knowledge other indications of the Companyorigin, the Intellectual Property goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and know-how, including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the Company and its subsidiaries is not being infringed, misappropriated use or otherwise violated disclosure thereof by any person. The Company ; writings and its subsidiaries have complied with the material terms other works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and registrations or applications for registration of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or copyrights in any subsidiaryjurisdiction, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company any renewals or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Propertyextensions thereof; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having any similar requirements, such requirements have been materially complied withintellectual property or proprietary rights.

Intellectual Property. Except (a) Xxxxx owns, or is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights and mask works, and any applications for and registrations of such patents, trademarks, trade names, service marks, copyrights and mask works and all processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material that are necessary to conduct the business of Xxxxx as currently conducted, or as currently proposed to be conducted, the absence of which rights would not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse EffectEffect on Xxxxx (all of which are referred to as the "Xxxxx Intellectual Property Rights"), free and clear of all liens, claims or encumbrances. (ib) Xxxxx is not, nor will it be as a result of the Company execution and delivery of this Agreement or the performance of its subsidiaries own obligations under this Agreement, in breach of any license, sublicense or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) agreement relating to the Company’s knowledgeXxxxx Intellectual Property Rights, the Company’s and its subsidiaries’ conduct breach of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected likely to have a Material Adverse EffectEffect on Xxxxx. No technology employed (c) To Zoran's knowledge, all patents and registered trademarks, service marks and copyrights claimed by the Company or its subsidiaries issued to Xxxxx which relate to any product of Xxxxx ("Xxxxx Product") are valid and subsisting. Xxxxx (i) has not received notice that it has been obtained sued in any suit, action or is being used by the Company or its subsidiaries in violation proceeding which involves a claim of infringement of any contractual patent, trademark, service xxxx, copyright, trade secret or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property other proprietary right of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in (ii) has no knowledge that the Registration Statementmanufacturing, the Pricing Disclosure Package marketing, licensing or sale of any Xxxxx Product infringes any patent, trademark, service xxxx, copyright, trade secret or other proprietary right of any third party, 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. To the (iii) has no knowledge of any claim challenging or questioning the Company and its subsidiaries, (A) there is no patent validity or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims effectiveness of any patent within the Company Intellectual Property; (B) there is no prior art that may render license or agreement relating to any patent within the Company Xxxxx Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.Rights. Section 4.8

Intellectual Property. Schedule 3.17 of the Company Disclosure Schedule contains an accurate and complete list of the Registered Intellectual Property of Company and its Subsidiaries used in the operation of their businesses as currently conducted and such Registered Intellectual Property is subsisting and unexpired and is valid and enforceable, free and clear of all Liens, other than Permitted Liens. Except as would not, individually or in set forth on Section 3.17 of the aggregate, reasonably be expected to have a Material Adverse EffectCompany Disclosure Schedule, (ia) the Company and its subsidiaries own Subsidiaries own, license or otherwise have the right rights to use all patentsIntellectual Property necessary for the operation of their businesses as currently conducted, patent applicationsfree and clear of all Liens other than Permitted Liens; (b) no Actions or Orders are pending or, trademarksto the Knowledge of the Company threatened, service marksand the Company has not received within the past year any overt threats or written notices (including cease and desist letters or requests for a license) against the Company or its Subsidiaries with regard to the ownership, trade namesuse, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary validity or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “enforceability of any Intellectual Property”) Property used in the conduct operation of their respective businesses (such Intellectual Property, “Company Intellectual Property”)as currently conducted; (iic) to the Company’s knowledge, operation of the Company’s Company and its subsidiariesSubsidiaries’ conduct of their respective businesses as currently conducted does not materially infringe, misappropriate or otherwise violate any (“Infringe”) the Intellectual Property of any person; (iii) the Company third party and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge Knowledge of the Company, no third party is Infringing the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Subsidiaries used in the operation of their businesses as currently conducted; (d) the Company and its subsidiaries have complied with the material terms of each agreement pursuant Subsidiaries take all commercially reasonable actions to which Company protect their Intellectual Property has been licensed to and the rights of the Company or any subsidiary, and its Subsidiaries in confidential information and trade secrets of the Company and its Subsidiaries that are used in the operation of their businesses as currently conducted; and (e) the Company and its Subsidiaries take all such agreements commercially reasonable actions to require all persons who are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed commissioned by the Company or its subsidiaries has been obtained Subsidiaries to create or is being used by develop proprietary Intellectual Property for the Company or its subsidiaries in violation Subsidiaries to assign all of any contractual or legal obligation binding on their rights therein to the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation extent it is legally possible to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withdo so.

Intellectual Property. Except as would not, individually or disclosed in the aggregateProspectus, reasonably be expected to have a Material Adverse Effect, (i) the Company and or its subsidiaries own or have possess the lawful right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service xxxx registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) their Knowledge still pending, by any other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of Company’s Knowledge, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, (A) there is no patent any misappropriation of, or published patent application other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the U.S. Prospectus are valid, binding upon, and enforceable by or against the respective parties thereto in accordance with their respective terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any license of its Intellectual Property Rights, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other jurisdiction that contains claims that materially interfere with the issued intellectual property right or pending claims franchise right of any patent within the person. The Company Intellectual Property; (B) there is no prior art that may render any patent within the Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property invalid Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any patent application within additional amounts with respect to, nor require the Company Intellectual Property unpatentable; (C) there are no material defects consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the patents Intellectual Property Rights as owned, used or patent applications included held for use in the conduct of the business as currently conducted. The Company Intellectual Property; has at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. For purposes of this paragraph, the Company and its subsidiaries shall be deemed to refer to (1) Albireo Limited and its subsidiaries as they existed prior to the Share Exchange Closing Date and (D2) the duty of candor Company and good faith as required by its subsidiaries solely from and after the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withShare Exchange Closing Date.

Intellectual Property. The Company and the Subsidiaries own, have, or have rights or license to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx regulations, trade names, trade secrets, inventions, copyrights, licenses, inventions, approvals and other intellectual property rights and similar rights as described in Schedule 3.1(p) as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. Except as would disclosed in the Schedule 3.1(p), there is no claim, action or proceeding being made or brought, or to the knowledge of the Company, being threatened, against the Company or its Subsidiaries regarding its Intellectual Property Rights. The Company has not received any claim for royalties or other compensation from individuals, including employees or former employees of the Company who have made or are alleged to have made inventive contributions to the Company’s technology or products, that are pending or unsettled and, except as set forth in Schedule 3.1(p), the Company has no obligation to pay royalties or other compensation to any such individuals. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. The Buyer owns or possesses or can acquire on commercially reasonable terms sufficient legal rights to all of the Buyer Intellectual Property without any known conflict with, or infringement of, the rights of others. To the Buyer’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Buyer violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Except as would notset forth in Schedule 5.15, individually other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, Contracts, claims, Encumbrances or in shared ownership interests of any kind relating to the aggregateBuyer Intellectual Property, reasonably be expected nor is the Buyer bound by or a party to have a Material Adverse Effectany options, (i) licenses or agreements of any kind with respect to the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-howcopyrights, trade secrets, systemslicenses, proceduresinformation, proprietary rights and processes of any other Person. The Buyer has not received any communications alleging that the Buyer has violated, or confidential information and all by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used or processes of any other Person. The Buyer has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to Buyer’s business. To the CompanyBuyer’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does it will not infringe, misappropriate or otherwise violate be necessary to use any Intellectual Property inventions of any person; of its employees or consultants (iiior Persons it currently intends to hire) made prior to their employment by the Company Buyer. Each employee and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) consultant has assigned to the Buyer all intellectual property rights he or she owns that are related to the Buyer’s business as now conducted and as presently proposed to be conducted. For purposes of this Section 5.15, Buyer shall be deemed to have knowledge of a patent right if Buyer has actual knowledge of the Company, the Intellectual Property patent right or would be found to be on notice of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated such patent right as determined by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant reference to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withlaws.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Section 3.15 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and its subsidiaries own or have the right to use complete list of all patents, patent applications, trademarks, service markstrademark applications, trade names, trademark registrationsservice marks, service xxxx registrationsapplications, domain names name registrations and other source indicators, registered copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights applications therefor (collectively, and together with unregistered intellectual property rights, “Intellectual PropertyProperty Rights”) used that, in each case, are material to the conduct of their respective businesses (the business of the Company and its Subsidiaries, taken as a whole, as presently conducted and, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns, or is licensed or otherwise has the right to use, each such scheduled Intellectual Property, “Company Intellectual Property”); (ii) to Property Right. To the Knowledge of the Company’s knowledge, the Company’s conduct of the business of the Company and its subsidiaries’ conduct of their respective businesses Subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any person; (iii) the Company Person, and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) no claims are pending or, to the knowledge Knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to threatened that the Company or any subsidiary, and all such agreements are in full force and effectof its Subsidiaries is infringing the rights of any Person with regard to any Intellectual Property Right, except in each case as for such infringements, misappropriations, violations and claims which have not had and reasonably would not be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement, no Person is infringing the rights of the Company or any of its Subsidiaries with respect to any Intellectual Property Right, in a manner that has had or would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. The Company owns or possesses adequate rights or licenses to the inventions, know-how, patents, patent rights, copyrights, trademarks, trade names, licenses, approvals, governmental authorizations, trade secrets confidential information and other intellectual property rights (collectively, “Intellectual Property Rights”), free and clear of all liens, security interests, charges, encumbrances, equities and other adverse claims, necessary to conduct the business now operated by it, or presently employed by it, and presently contemplated to be operated by it, and the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights except as disclosed in the SEC Filings. Except as set forth on Schedule 4.16 hereto or as disclosed in the SEC Filings, none of the Company's Intellectual Property Rights have expired or terminated, or are expected to expire or terminate within three years from the date of this Agreement, except where such expirations or termination would notnot result, either individually or in the aggregate, reasonably be expected to have in a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to . To the knowledge of the Company, the Company’s patents and other Intellectual Property Rights and the present activities of the Company and its subsidiaries is do not being infringedinfringe any patent, misappropriated copyright, trademark, trade name or otherwise violated by other proprietary rights of any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all third party where such agreements are in full force and effect, except in each case as would not reasonably be expected to have infringement may cause a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding Effect on the Company, its subsidiariesand there is no claim, action or proceeding being made or brought against, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligationCompany's knowledge, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed tobeing threatened against, the Company regarding its Intellectual Property Rights, and the Company is unaware of any facts or circumstances which might give rise to any subsidiaryof the foregoing. To the The Company has no knowledge of the material infringement of its Intellectual Property Rights by third parties and has no reason to believe that any of its Intellectual Property Rights is unenforceable, and the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims unaware of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid facts or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in circumstances which might give rise to any of the patents or patent applications included in foregoing. The Company has taken commercially reasonable security measures to protect the Company Intellectual Property; secrecy, confidentiality and (D) the duty value of candor and good faith as required by the United States Patent and Trademark Office during the prosecution all of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withits intellectual properties.

Intellectual Property. Except as would notdescribed, individually or incorporated by reference, in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries own or have the right possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicatorsnames, copyrights and copyrightable worksgoodwill associated with the foregoing, copyrights, licenses, inventions, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide technology and intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used necessary for the conduct of its business as currently conducted and as proposed to be conducted as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own or possess adequate rights to use such Intellectual Property would not reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company, the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) as currently conducted and as proposed to be conducted as set forth in the Company’s knowledgeRegistration Statement, the Company’s Pricing Disclosure Package and its subsidiaries’ conduct of their respective businesses the Prospectus, does not infringe, misappropriate or otherwise violate any Intellectual Property such rights of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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 effectothers, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by Except as would not reasonably be expected to have a Material Adverse Effect, the Company has not received any notice in the past six years or its subsidiaries has been obtained any written notice of any claim of infringement, misappropriation or is being used by the Company or its subsidiaries in other violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, or any claim challenging the validity, scope, or enforceability of any Intellectual Property owned by or licensed to the Company or the Company’s rights therein, excluding office actions before the U.S. Patent and Trademark Office and foreign patent and trademark offices arising in the ordinary course of prosecuting any pending applications included within such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, no third party has infringed, misappropriated or otherwise used Intellectual Property owned by the Company in conflict with the Company’s rights therein. Except as described, or incorporated by reference, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all Intellectual Property owned by the Company is owned solely by the Company and is owned free and clear of all material liens, encumbrances, defects or other restrictions. Except as would not reasonably be expected to have a Material Adverse Effect, all licenses pursuant to which any material Intellectual Property is licensed to the Company are free and clear of all liens and free of any restrictions or defects that would conflict with the conduct of the business of the Company. The Company has no knowledge of any specific facts that would support a finding that any of the issued or granted patents owned by or licensed to the Company is invalid or unenforceable and, to the knowledge of the Company, all such issued or granted patents are valid and enforceable. To the knowledge of the Company, there is no patent or patent application of any third party that contains claims that would interfere with a patent or patent application owned by or licensed to the Company or any of its subsidiaries, and no such patent interference has been provoked or declared. The Company is not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their respective use of any Intellectual Property. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Intellectual Property owned by the Company from their employees, consultants, agents and contractors. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects. To the knowledge of the Company, no governmental agency or body or other third party has any claim or right in or to any Intellectual Property owned by the Company or any of its subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect on the conduct of its business as currently conducted and as proposed to be conducted as set forth in each case the Registration Statement, the Pricing Disclosure Package and the Prospectus. No software governed by a license commonly referred to as an open source, free software, copyleft or community source code license, including, but not limited to, the GNU General Public License or GNU Lesser General Public License (such software, “Open Source Software”), is used by the Company or any of its subsidiaries in a manner that obligates the Company to (A) distribute or disclose any other software combined, distributed or otherwise made available with such Open Source Software in source code form or (B) license or otherwise make available such Open Source Software and/or other software combined, distributed or otherwise made commercially available with such Open Source Software or any associated Intellectual Property on a royalty free basis, except as would not reasonably be expected to have a Material Adverse Effect. The products described Company and its subsidiaries have taken all reasonable security measures to protect its rights in the Registration Statementmaterial confidential information and material trade secrets they own, the Pricing Disclosure Package including, without limitation, requiring each employee and the Prospectus as under development by the Company or consultant and any subsidiary fall within the scope of the claims of one or more patents or patent applications owned byother person with access to material trade secrets to execute a binding confidentiality agreement and, or exclusively licensed to, the Company or any subsidiary. To to the knowledge of the Company and its subsidiariesCompany, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of has not been any patent within the Company Intellectual Property; (B) there is no prior art that may render breach by any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property party to such confidentiality agreements, except where such breach would not reasonably be expected to have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied witha Material Adverse Effect.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) The Company and the Company Subsidiaries own free and its subsidiaries own clear of Liens (other than Permitted Liens), or are validly licensed or otherwise have the valid right to use use, all patents, patent rights, patent applications, patent disclosures and inventions as well as any reissues, continuations, continuations-in-part, divisions, revisions, extensions or reexaminations thereof, trademarks, trademark rights, trade names, trade name rights, service marks, service xxxx rights, trade dress, corporate names, trademark registrations, service xxxx registrations, logos and slogans and domain names and other source indicatorsregistrations and applications for registration thereof, together with all goodwill associated with each of the foregoing, copyrights (including registrations and copyrightable worksapplications for registration thereof), know-howdatabase rights, trade secrets, systemsconfidential information, proceduresknow-how and other intellectual property rights and computer programs, proprietary or confidential information computer software (including source code, executable code, data, databases and all other worldwide intellectual property, industrial property and proprietary rights documentation) (collectively, without regard to materiality, the “Intellectual PropertyProperty Rights”) used in that are material to the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct business of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received the Company Subsidiaries taken as a whole. Section 3.16 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a description of all Intellectual Property Rights that are material to the conduct of the business of the Company and the Company Subsidiaries taken as a whole. Section 3.16 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a description of all Intellectual Property Rights owned by the Company or any written notice of Company Subsidiary that are registered or for which applications to register are pending with any valid claim relating to Intellectual Property; and Governmental Entity (iv) the “Registered IP”). No claims are pending or, to the knowledge of the Company, the Intellectual Property threatened, and none of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany Subsidiary has received any notice that has not been resolved, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by that the Company or its subsidiaries any of the Company Subsidiaries has been obtained infringed or is being infringing, making unauthorized use or disclosure of, misappropriating, or violating or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right, or challenging the ownership, use, validity or enforceability of any Intellectual Property Rights owned or used by the Company or its subsidiaries in violation any Company Subsidiary, and to the knowledge of any contractual or legal obligation binding on the Company, its subsidiariesno person has infringed or is infringing, making unauthorized use or disclosure of, misappropriating, or any violating the rights of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere Subsidiaries with the issued or pending claims of respect to any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withRight.

Intellectual Property. Except as would not, individually or otherwise disclosed in the aggregateRegistration Statement or the Prospectus, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have possess the right to valid rights of use under all (i) material patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and trade secret rights (“Intellectual Property Rights”) and (ii) material inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service xxxx registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and except as described in the Prospectus, have not received written notice of any challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the Prospectus. To the knowledge of the Company, the Company and its subsidiaries’ respective businesses as now conducted do not infringe, misappropriate, or otherwise violate, any valid claim relating and enforceable Intellectual Property Rights of any other person. Each license agreement described in the Prospectus under which the Company or its subsidiaries licenses Intellectual Property Rights used by the Company or its subsidiaries to conduct their respective businesses (each, an “Intellectual Property; and (ivProperty License”) are, to the knowledge of the Company, valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property of License, and the Company and its subsidiaries is not being infringedhas no knowledge of any breach or anticipated breach by any other person to any Intellectual Property License. Except as described in the Prospectus, misappropriated no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or otherwise violated by other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to Rights, including the Company execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company impairment of or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation payment of any contractual or legal obligation binding on additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, its subsidiariesuse, or hold for use any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third partyRights as owned, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described used or held for use in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope conduct of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith business as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withcurrently conducted.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries Subsidiaries own or have the right license rights to use all patentsinventions, patent applicationsrights, trademarks, service marks, trade names, trademark registrations, service xxxx registrationstrade dress, domain names and other source indicatorsnames, copyrights and copyrightable workscopyrights, licenses, know-how, trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures (including all registrations and applications for registration of, and all other worldwide intellectual propertygoodwill associated with, industrial property and proprietary rights any of the foregoing, as applicable) (collectively, “Intellectual Property”) described in the Registration Statement and the Prospectus as being owned by or licensed to the Company and its Subsidiaries, and, to the best knowledge of the Company, all other Intellectual Property used in or reasonably necessary for the conduct of their respective businesses (business as currently conducted and as proposed to be conducted in the Registration Statement or the Prospectus, and, to the best knowledge of the Company, such Intellectual Property, “Company Intellectual Property”); (ii) to Property rights are valid and enforceable. To the best knowledge of the Company’s knowledge, the Company’s conduct of the business of the Company and its subsidiaries’ Subsidiaries does not, and the proposed conduct of their respective businesses does not such business as disclosed in the Registration Statement or the Prospectus will not, infringe, misappropriate or otherwise violate any Intellectual Property rights of any person; others. Except as described in the Registration Statement or the Prospectus, there is no pending or, to the Company’s best knowledge, threatened action, suit, proceeding or claim by any others (iiii) that the Company and or any of its subsidiaries have not received any written notice Subsidiaries infringes, misappropriates or otherwise violates the Intellectual Property of others, or (ii) challenging the validity, enforceability, scope or ownership of any valid claim relating to Intellectual Property; and (iv) Property owned by or licensed to the Company or any of its Subsidiaries or their rights therein. To the best knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being no third party has infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been owned by or exclusively licensed to the Company or any subsidiaryof its Subsidiaries. To the best knowledge of Company, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed none of the Intellectual Property used by the Company or any of its subsidiaries Subsidiaries in the conduct of its business has been obtained or is being used by the Company or any of its subsidiaries Subsidiaries in material violation of any contractual or legal obligation binding on the Company, its subsidiaries, Company or any of their officersits Subsidiaries. Except as set forth in the Registration Statement or the Prospectus, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in owned by the Registration Statement, the Pricing Disclosure Package Company and the Prospectus as under development its Subsidiaries is solely owned by the Company or its Subsidiaries free and clear of any subsidiary fall within liens or encumbrances. Neither the scope Company nor any of the claims its Subsidiaries is subject to any judgment, order, writ, injunction or decree of one any court or more patents any federal, state, local, foreign or patent applications owned byother governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or exclusively licensed toany arbitrator, nor has it entered into or is a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable steps, in accordance with normal industry practice for a company of like size and resources, to maintain the confidentiality of all Intellectual Property the value of which to the Company or any subsidiary. To of its Subsidiaries is contingent upon maintaining the knowledge confidentiality thereof, and neither the Company nor any of its Subsidiaries is aware of any material disclosure of such Intellectual Property other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company and its subsidiariesSubsidiaries, (A) there is no patent or published patent application all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, officers and other employees involved in the U.S. development of Intellectual Property for the Company and its Subsidiaries have signed confidentiality and invention assignment agreements or other jurisdiction that contains claims that materially interfere similar agreements for the transfer, assignment, and/or licensing of Intellectual Property with the issued Company and its Subsidiaries pursuant to which the Company and its Subsidiaries either (i) have obtained ownership of and are the exclusive owners of, or pending claims (ii) have a valid and unrestricted right to exploit, sufficient for the conduct of their business, such Intellectual Property. No founder, officer or, to the Company’s best knowledge, other employee of the Company is in or has been in material violation of any term of any employment contract, patent within disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, non-disclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such founder, officer or employee’s relationship or activities with the Company or its Subsidiaries, or otherwise relates to rights in the Intellectual Property; (B) there is no prior art that may render any patent within Property owned or purported to be owned by or licensed to the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withits Subsidiaries.

Intellectual Property. Except Each of the Company and its --------------------- Subsidiaries owns or possesses adequate licenses or other rights to use all material intellectual property, including but not limited to trademarks, service marks, trade names, copyrights, computer software, and know-how, necessary to conduct its business as currently conducted and as proposed to be conducted, and neither the Company nor any of its Subsidiaries has received any written notice of infringement of or conflict with asserted rights of others with respect to the use of such intellectual property that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, (i) all intellectual property used in its business as currently conducted and as proposed to be conducted is valid and enforceable and the Company has performed all acts and has paid all required fees and taxes to maintain all registrations and applications of such intellectual property in full force and effect, except for any failure to do so which would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries own or have the right to use all patentsSubsidiaries, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Propertyas now conducted or as proposed to be conducted, “Company Intellectual Property”); (ii) infringes or conflicts with any right of any third party known to the Company’s knowledge, where such infringement or conflict would reasonably be expected to have a Material Adverse Effect. Neither the Company’s Company nor any of its Subsidiaries is, nor will it be as a result of the execution and its subsidiaries’ conduct delivery of their respective businesses does not infringe, misappropriate this Agreement and the other Documents or otherwise violate any Intellectual Property the performance of any person; (iii) the Company obligations hereunder and its subsidiaries have not received any written notice thereunder, in breach of any valid claim license or other agreement relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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 effectintellectual property, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by To the knowledge of the Company, no third party is infringing or has infringed any intellectual property of the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of Subsidiaries except for any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as infringement that would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development Schedule 4.16 hereto lists all registered intellectual property owned or licensed 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. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.

Intellectual Property. Except The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights (the “Intellectual Property”) necessary to conduct their respective businesses as now conducted or as proposed to be conducted (other than the Pending Patents), except as such failure to own, possess or acquire such rights would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The Company and its Subsidiaries have applied for all patents necessary to conduct its business as proposed to be conducted (the “Pending Patents”), except where the failure to acquire such patents would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. None of the Company’s Intellectual Property rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two years from the date of this Agreement, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of any trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others, and there is no claim, action or proceeding that has been brought against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, which would reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries Subsidiaries have complied with taken reasonable security measures to protect the material terms secrecy and confidentiality of each agreement pursuant to which Company the Intellectual Property has been licensed (excluding any patents or patent applications that have or will become public) except where failure to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as do so would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Furthermore, (i) no present or its subsidiaries has been obtained former employee, officer, or is being used by the Company or its subsidiaries in violation director of any contractual or legal obligation binding on the Company, its subsidiariesor agent or outside contractor or consultant of the Company, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Intellectual Property owned, purported to be owned, or any licensed by the Company; (ii) each Company employee involved with the development of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or has entered into an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by invention assignment agreement with 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. To the knowledge and (iii) no employee of the Company and its subsidiaries, (A) there is no patent has misappropriated any trade secrets or published patent application other confidential information of any other person in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any course of the patents performance of his or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith her duties as required by the United States Patent and Trademark Office during the prosecution an employee of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withCompany.

Intellectual Property. (a) Section 4.21(a) of the Company Disclosure Schedules sets forth a complete and accurate list, with the owner, country(ies) or region, registration and application numbers and dates indicated, as applicable, of all Company Registered IP. All fees, Taxes, annuities and other payments that are due associated with filing, prosecuting, issuing, recording, registering or maintaining any Company Registered IP listed in Section 4.21(a) of the Company Disclosure Schedules (other than Company Registered IP that is specified therein as being abandoned by the Company) have been paid in full through the date hereof, or will be paid by the Closing Date, in a timely manner to the proper Governmental Authority. The Company has taken all actions reasonably necessary to file, prosecute and maintain all Company Registered IP in full force and effect as of the date hereof, except for such Company Registered IP for which filing, prosecution or maintenance is abandoned in the ordinary course of business. Except as would not, individually or indicated in Section 4.21(a) of the aggregate, reasonably be expected to have a Material Adverse EffectCompany Disclosure Schedules, (i) all Company Owned IP is owned solely and exclusively by the Company and its subsidiaries own or have the right Company has valid and continuing rights pursuant to use all patentsa valid written Contract, patent applicationsto use, trademarkssell, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and license (as the case may be) all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Company Licensed IP used in or necessary for the conduct and operation of their respective businesses (such Intellectual Propertythe business of the Company as currently conducted and, “Company Intellectual Property”); (ii) to the Company’s knowledgeKnowledge, currently proposed by the Company to be conducted (including, as applicable, the research, development, manufacture and sale, and to the extent performed by the Company, the marketing and distribution, of Company Products, Co-Developed Products and Third Party Products), (ii) the ownership of the entire right, title and interest with respect to Patents listed in Section 4.21(a) of the Company Disclosure Schedules and the complete chain of title starting with each inventor of a Patent is solely in the name of the Company, and recorded with the applicable Governmental Authority in the United States, (iii) all such Company Owned IP is subsisting, enforceable and, to the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeKnowledge, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge Company Owned IP, along with the Company Licensed IP, constitutes all of the Company, the Intellectual Property necessary and sufficient for the conduct and operation of the business of the Company and its subsidiaries is not being infringedas currently conducted and, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed currently proposed by the Company or its subsidiaries has been obtained or to be conducted; provided, however, the representation in this Section 4.21(a)(iv) is being used made to the Company’s Knowledge with respect to third party Patents. With the exception of Co-Developed Products and Third-Party Products, the only material products and material product candidates of the Company as of the date of this Agreement that are the subject of ongoing pre-clinical and/or clinical research and development activities by the Company or its subsidiaries are included in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope clause (i) of the claims definition of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (AProducts in Section 1.01(a) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withabove.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each of the Company and its subsidiaries own Subsidiaries owns or have the right --------------------- is licensed to use all patents, patent applications, trademarks, service markstrademark applications, trade names, trademark registrationsservice marks, service xxxx registrationscopyrights, domain names and other source indicatorscopyright applications, copyrights and copyrightable workslicenses, permits, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide intellectual property, industrial property similar rights and proprietary rights knowledge (collectively, “"Intellectual Property”") used in necessary for the conduct of their respective businesses (such Intellectual Propertyits business as now being conducted. Except as disclosed in Section 3(i) of the Disclosure Letter, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, neither the Company nor any of its Subsidiaries infringes or is in conflict with any right of any other person with respect to any Intellectual Property that, individually or in the aggregate, if the subject of the Company and its subsidiaries is not being infringedan unfavorable decision, misappropriated ruling or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryfinding, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by Except as disclosed in Section 3(i) of the Disclosure Letter, neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent, indemnification, forbearance to xxx or settlement agreements with respect to the validity of the Company's or its subsidiaries Subsidiaries' ownership or right to use its Intellectual Property and, to the knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Intellectual Property is valid and enforceable and no registration relating thereto has lapsed, expired or been obtained abandoned or canceled or is being the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Intellectual Property used pursuant to licenses. Except as disclosed in Section 3(i) of the Disclosure Letter, to the best knowledge of the Company, no person is infringing on or violating the Intellectual Property owned or used by the Company of its Subsidiaries. The Company and each or its subsidiaries in violation of any contractual or legal obligation binding on Subsidiaries have taken reasonable security measures to protect the Companysecrecy, its subsidiaries, or any confidentiality and value of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries the Subsidiary own or possess or have the right valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicatorscopyrights, copyrights and copyrightable workslicenses, know-howinventions, trade secrets, systems, procedures, proprietary or confidential information secrets and all other worldwide intellectual property, industrial property and proprietary similar rights (collectively, “"Intellectual Property”Property Rights") used in necessary for the conduct of their respective businesses the business of the Company and the Subsidiary as currently carried on and as described in the Registration Statement, the Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or the 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, except as described in the Registration Statement, the Disclosure Package or the Prospectus, similar fees for, any Intellectual Property Rights of others. Neither the Company nor the Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (such Intellectual Property, “Company Intellectual Property”); (iiA) to the Company’s knowledge, knowledge of the Company’s and its subsidiaries’ conduct , there is no infringement, misappropriation or violation by third parties of their respective businesses does not infringe, misappropriate or otherwise violate any of the Intellectual Property Rights owned by the Company or the Subsidiary; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any personfacts 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; (iiiC) the Intellectual Property Rights owned by the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) or the Subsidiary and, to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been Rights licensed to the Company or any subsidiarythe Subsidiary have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and all 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 agreements are Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in full force and effectthe aggregate, except together with any other claims in each case as would not this Section 2.34, reasonably be expected to have result in a Material Adverse EffectChange; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or the Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company or the Subsidiary 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 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; and (E) to the Company’s knowledge, no employee of the Company or the Subsidiary 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 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 the Subsidiary, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. No To the Company’s knowledge, all material technical information developed by and belonging to the Company or the Subsidiary which has not been patented has been kept confidential. Neither the Company nor the Subsidiary is 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 Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the 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 or its subsidiaries the Subsidiary has been obtained or is being used by the Company or its subsidiaries of the Subsidiary in violation of any contractual or legal obligation binding on the Company or the Subsidiary or, to the Company’s knowledge, its subsidiaries, or any of their its officers, directors, directors or employees, or contractors, which otherwise in violation relates to of the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property rights of any third party, except in each case persons. Other than as would not reasonably be expected to have a Material Adverse Effect. The products described set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, neither the Company, nor the Subsidiary, has received claims for royalties or other compensation from individuals, including employees of the Company, who made inventive contributions to Company’s technology or products, and the Prospectus as under development by the neither 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. To the knowledge of the Company and its subsidiaries, (A) there is Subsidiary will have no patent or published patent application in the U.S. obligation to pay royalties or other jurisdiction that contains claims that materially interfere with the issued or pending claims compensation to such individuals on account of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withinventive contributions.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have the right possess valid and enforceable licensed rights to use use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, trade dress, designs, data, database rights, Internet domain names names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, unpatented and/or unpatentable proprietary or confidential information and all other worldwide intellectual propertyinformation, industrial property and proprietary rights systems or procedures) (collectively, “Intellectual Property”) used in necessary for the conduct of their respective businesses (such Intellectual Propertyas currently conducted or as proposed to be conducted, “Company Intellectual Property”); (ii) and, to the Company’s knowledge, knowledge of the Company’s Company and its subsidiaries’ , the conduct of their respective businesses business does not and will not infringe, misappropriate or otherwise violate conflict with in any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of material respect any valid claim relating to Intellectual Property; and (iv) to the knowledge enforceable intellectual property rights of the Company, others. Neither the Intellectual Property of the Company and nor any of its subsidiaries is not being infringedhas been adjudged by a court of competent jurisdiction to be invalid or unenforceable, misappropriated in whole or otherwise violated by any person. The in part, and the Company and its subsidiaries have complied are unaware of any facts which would form a reasonable basis for any such adjudication. Neither the Company nor any of its subsidiaries has received any notice of any material claim of infringement, misappropriation or conflict with any intellectual property rights of another, and neither the material terms Company nor any of each agreement pursuant to its subsidiaries is aware of any facts which would form a reasonable basis for any such notice or claim. Neither the Company nor any of its subsidiaries has received any notice of any claim, or is otherwise unaware, of any facts or circumstances which would render any Intellectual Property has been licensed to of the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected of its subsidiaries invalid or inadequate to have a Material Adverse Effect. No technology employed by protect the interest of the Company or any of its subsidiaries has been obtained or is being used by subsidiaries. To the Company’s and any of its subsidiaries’ knowledge: (i) there are no third parties who have rights to any Intellectual Property of the Company or its subsidiaries in violation any of any contractual or legal obligation binding on the Company, its subsidiaries, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus as owned by or licensed to the Company; and (ii) there is no infringement by third parties of any Intellectual Property of the Company or any of their officersits subsidiaries. Except as disclosed in the Registration Statement, directorsthe Pricing Disclosure Package and the Prospectus, employeesthere is no pending or, or contractors, which violation relates to the breach knowledge of a confidentiality obligationthe Company and its subsidiaries, an obligation existing threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the any Intellectual Property of the Company or any third partyof its subsidiaries, except in each case as and the Company and its subsidiaries are unaware of any facts which would not reasonably be expected to have form a Material Adverse Effect. The products reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property of the Company or any of its subsidiaries, 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; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and neither the Company nor any of its subsidiaries is aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and each of its subsidiaries has complied with the terms of each agreement pursuant to which Intellectual Property of the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively its subsidiaries has been licensed to, to the Company or any subsidiaryof its subsidiaries, and all such agreements are in full force and effect. To the knowledge Company’s and any of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) ’ knowledge there is no prior art that may render any patent within the Company Intellectual Property of the Company or any of its subsidiaries invalid or that may render any patent application within the Company Intellectual Property unpatentable; (C) of the Company or any of its subsidiaries unpatentable that has not been appropriately disclosed to the U.S. Patent and Trademark Office. To the Company’s and any of its subsidiaries’ knowledge, there is no patent or published patent application, in the U.S. or other jurisdiction, which, in the case of a patent, contains valid claims, or in the case of a published patent application contains patentable claims, that dominate or may dominate any of the Company’s or any of its subsidiaries’ Intellectual Property described in the Preliminary Prospectus and Prospectus as being owned by or licensed to the Company or any of its subsidiaries or that interferes with the issued or pending claims of any of the Company’s or any of its subsidiaries’ Intellectual Property. To the Company’s and any of its subsidiaries’ knowledge, the patents included in the Intellectual Property of the Company or any of its subsidiaries are subsisting and have not lapsed and the patent applications in the Intellectual Property of the Company or any of its subsidiaries are subsisting and have not been abandoned. To the Company’s and any of its subsidiaries’ knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property of the Company or any of its subsidiaries. The Company and any of its subsidiaries have taken all reasonable steps to protect, maintain and safeguard the Intellectual Property; Property of the Company or any of its subsidiaries, including the execution of appropriate nondisclosure, confidentiality and (D) invention assignment agreements and invention assignments with its employees, and, to the knowledge of the Company and any of its subsidiaries, no employee of the Company or any of its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries. To the Company’s and any of its subsidiaries’ 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 within included in the Intellectual Property of the Company Intellectual Property or any of its subsidiaries have been materially complied with, ; and in all foreign offices having similar requirements, all such requirements have been materially complied with. None of the Company owned Intellectual Property, including Intellectual Property owned by any of the Company’s subsidiaries, or technology (including information technology and outsourced arrangements) 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 any of the Company’s or any of its subsidiaries’ officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any 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 of its subsidiaries.

Intellectual Property. Except The Company and the Subsidiary have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor the Subsidiary have received a notice (written or otherwise) that any of, the material Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor the Subsidiary have received, since January 1, 2019, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe (and will not infringe) upon the rights of any Person, except as would could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and the Subsidiary have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) . The Company has no knowledge of any facts that would preclude it or the Subsidiary from having valid license rights or clear title to the Intellectual Property Rights. The Company and its subsidiaries own has no knowledge that either it or have the right Subsidiary lacks or will be unable to obtain any rights or licenses to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectivelyIntellectual Property Rights that are necessary to conduct its business. For purposes of this Section, “Intellectual Propertyknowledge”) used in , including the conduct of their respective businesses (such Intellectual Property, phrase “Company Intellectual Property”); (ii) to the Company’s knowledge” (or similar phrases), the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; when used in this Section 2.11 (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to shall mean the actual knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringedwithout conducting any patent search, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant freedom to which Company Intellectual Property has been licensed to the Company or any subsidiaryoperate, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiariesinfringement, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withsearch.

Intellectual Property. Except (a) Section 3.11(a) of the Disclosure Schedule sets forth as would notof the Binding Offer Date all unexpired Patents, individually all unexpired trademark registrations, all unexpired copyright registrations, all unexpired domain name registrations, and all pending applications for issuance or registration of any of the foregoing, in each case, that are owned or purported to be owned by or filed in or issued under the name of a member of Seller Group and are included in the aggregateTransferred Assets (collectively, the “Company Registered Intellectual Property”), indicating for each item of Company Registered Intellectual Property, (A) the jurisdiction in which such item of Company Registered Intellectual Property has been registered or filed and the applicable application, registration, or serial or other similar identification number, and (B) the owner of and any other Person that has an ownership interest in such item of Company Registered Intellectual Property and the nature of such ownership interest. Section 3.11(a) of the Disclosure Schedule also sets forth, as of the Binding Offer Date, all unregistered trademarks material to the Business that are included in the Transferred Assets, indicating for each item the owner of, and any other Person that has an ownership interest in, such item and the nature of such ownership interest. All Company Registered Intellectual Property is subsisting and valid and enforceable. The Seller Group have made all filings and payments and taken all other actions reasonably required to be made or taken to maintain each item of Company Registered Intellectual Property in full force and effect by the applicable deadline and otherwise in accordance with all applicable Laws. No interference, opposition, reissue, reexamination, inter-partes review, post-grant review or other Proceeding relating to the Company Registered Intellectual Property is, or since January 1, 2015, has been, pending or, to the Knowledge of Sellers, threatened. Each item of Company Registered Intellectual Property is in compliance in all material respects with all legal requirements, and all filings, payments, and other actions required to be made or taken to maintain such item of Company Registered Intellectual Property in full force and effect have been made by the applicable deadline. No trademark or trade name included in the Transferred Assets conflicts or interferes with any trademark or trade name owned, used, and applied for by any other Person. No event or circumstance (including a failure to exercise adequate quality controls and an assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in, or could reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledgeresult in, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property abandonment of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications trademark included in the Company Registered Intellectual Property; and (D. Section 3.11(a) 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 within the Company Disclosure Schedule sets forth a detailed listing with respect to each item of Company Registered Intellectual Property have been materially complied withand all actions, filings and in all foreign offices having similar requirements, such requirements have been materially complied withpayment obligations due to be made to any Governmental Entity within one hundred and twenty (120) calendar days following the Initial Closing Date.

Intellectual Property. Except as would notdisclosed in the Crompton Filed SEC Reports: (a) Crompton and each of its subsidiaries owns, is licensed or otherwise has the right to use, all Intellectual Property that is material to the conduct of the business of Crompton and its subsidiaries, taken as a whole; (b) no person is challenging, infringing on or otherwise violating any right of Crompton or any of its subsidiaries with respect to any Intellectual Property owned by and/or licensed to Crompton or its subsidiaries, except for such items that, individually or in the aggregate, have not had or could reasonably be expected to have a Material Adverse Effect, Effect on Crompton; and (ic) the Company and neither Crompton nor any of its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not has received any written notice of any valid pending claim relating with respect to Intellectual Property; and (iv) to the knowledge of the Company, the any Intellectual Property of the Company used by Crompton and its subsidiaries, and, to its knowledge, no Intellectual Property used by Crompton and its subsidiaries is not being infringed, misappropriated and to its knowledge no Intellectual Property owned and/or licensed by Crompton or otherwise violated by any person. The Company and its subsidiaries have complied with is being used or enforced in a manner that would result in the material terms abandonment, cancellation or unenforceability of each agreement pursuant to which Company such Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effectProperty, except for such items that, individually or in each case as would the aggregate, have not had or could reasonably be expected to have a Material Adverse EffectEffect on Crompton. No technology employed by "Intellectual Property" shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the Company goodwill associated with the foregoing and registrations in any jurisdiction of, and application in any jurisdiction to register, the fore- going, including any extension, modification or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation renewal of any contractual such registration or legal obligation binding on application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, application for patents (including, without limitation, divisions, continuations, continuations in part and renewal applications), and any renewals, extension or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the Companyuse or disclosure thereof by any person, its subsidiariesproprietary writings and other works, whether copyrightable or not, in any jurisdiction; registrations or applications for registration of their officerscopyrights in any jurisdiction, directors, employees, and any renewals or contractors, which violation relates extension thereof; any similar intellectual property or proprietary rights; and any claims or causes of action arising our of or relating to the breach any infringement or misappropriation of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withforegoing.

Intellectual Property. Except as would not, individually or in (a) Section 4.18(a) of the aggregate, reasonably be expected to have Company Disclosure Letter sets forth a Material Adverse Effect, true and complete list of: (i) all registered trademarks, service marks, trade names and domain names and pending applications to register any trademarks, service marks or trade names; (ii) patents and pending patent applications; (iii) registered copyrights and pending applications to register copyrights, in each case owned by the Company or any of its Subsidiaries on the date hereof (all of the foregoing being collectively referred to as the “Company Registered IP”); (iv) all written agreements pursuant to which Company or one of its Subsidiaries is licensed or otherwise permitted to use any patent, copyright, trademark, service xxxx, trade name, domain name or trade secret owned by a third party and material to, or used in any material respect in, the business or operations of the Company or any of its subsidiaries Subsidiaries; and (v) except for software licensed pursuant to a “shrink wrap” or “click wrap” agreement or pursuant to a commercially available license agreement with annual license fees less than $10,000, all material software included in the products of Company or one of its Subsidiaries or otherwise used in the business operations of the Company or any of its Subsidiaries, in each case indicating whether the software is owned by the Company or one of its Subsidiaries or owned by a third party and licensed to the Company or one of its Subsidiaries. Except as set forth in Section 4.18(a) of the Company Disclosure Letter, the Company or one of its Subsidiaries either own free and clear of all Liens, except Permitted Liens, or have the a perpetual royalty-free right to use under a valid and enforceable license or other agreement, all patents, patent applicationscopyrights, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-hownames, trade secrets, systems, procedures, proprietary software (except for software licensed pursuant to a “shrink wrap” or confidential information “click wrap” agreement or pursuant to a commercially available license agreement with annual license fees less than $10,000) and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the necessary to conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (iiin all material respects as currently conducted. Except as set forth in Section 4.18(a) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company Disclosure Letter: (w) all patents and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) registrations for trademarks included in the Company Registered IP are subsisting and, to the knowledge of the Company, valid and enforceable; (x) all copyrights included in the Company Registered IP are valid, subsisting and enforceable; (y) all pending patent applications and pending applications to register any unregistered trademarks, service marks, trade names or copyrights included in the Company Registered IP are pending and in good standing, all without challenge of any kind; and (z) the Company has the sole and exclusive right to bring actions for infringement or unauthorized use of the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed owned by the Company or one of its subsidiaries has been obtained or is being used by the Company or its subsidiaries Subsidiaries. Except as set forth in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge Section 4.18(a) of the Company and Disclosure Letter, neither the Company nor any of its subsidiaries, (A) there is no patent Subsidiaries has received any written notice or published patent application claim in three years prior to the U.S. date hereof challenging the validity or other jurisdiction that contains claims that materially interfere with the issued or pending claims enforceability of any patent within the Company Intellectual Property; (B) there is no prior art Registered IP that may render any patent within the Company Intellectual Property invalid remains pending or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withunresolved.

Intellectual Property. Except as otherwise described in the Disclosure Package and the Final Prospectus, the Company owns or has adequate rights to use all (i) patents, patent applications, trademarks, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) sufficient to conduct its business as currently conducted, and described in the Prospectus, except to the extent that the failure to own or possess rights to use such Intellectual Property Right or Intellectual Property Assets would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (i) the Change. The Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have has not received any written notice of any valid claim relating challenge, which is to its knowledge still pending, by any person to the rights of the Company with respect to any Intellectual Property; and (iv) to Property Rights or Intellectual Property Assets. To the knowledge of the Company, the Company business as now conducted does not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person where such infringement, misappropriation or violation would reasonably be expected to result in a Material Adverse Change. Except as described in the Disclosure Package and the Final Prospectus, no claim has been made in writing to the Company and its subsidiaries is not being infringedalleging the infringement by the Company of any patent, misappropriated trademark, service mxxx, trade name, copyright, trade secret, license in or otherwise violated by other intellectual property right or franchise right of any person, in each case the loss of which patent, trademark, service mxxx, trade name, copyright, trade secret, license or intellectual property right or franchise right would reasonably be expected to result in a Material Adverse Change. The Company has taken all reasonable steps to protect, maintain and safeguard its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed Rights, including the execution of appropriate nondisclosure and confidentiality agreements except to the Company or any subsidiary, and all extent the failure to take such agreements are in full force and effect, except in each case as steps would not reasonably be expected to have result in a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withChange.

Intellectual Property. Except as would not(1) The Company and the Company Subsidiaries own (free and clear of any claims, individually Liens, encumbrances, exclusive licenses or non-exclusive licenses not granted in the aggregate, reasonably be expected to ordinary course of business) or have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right valid license to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Property used in or necessary to carry on their business as currently conducted and (2) such Intellectual Property referenced in clause (1) above is valid, subsisting and enforceable and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the conduct of their respective businesses (Company’s or the Company Subsidiaries’ use of, or rights to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property used in their business as presently conducted, “all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or misappropriation of, or any conflict with, the rights of others with respect to any Intellectual Property”); (ii) , and no reasonable basis exists for any such claim. To the Company’s knowledge, no third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Company or the Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted or, to the Company’s knowledge, threatened against the Company’s and its subsidiaries’ conduct Company or any Company Subsidiary concerning the ownership, validity, registerability, enforceability, infringement or use of, or licensed right to use, any Intellectual Property. None of their respective businesses does not infringe, misappropriate the Company or otherwise violate any of the Company Subsidiaries is using or enforcing any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated owned by or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are of the Company Subsidiaries in full force and effect, except in each case as a manner that would not reasonably be expected to have a Material Adverse Effectresult in the abandonment, cancellation or unenforceability of such Intellectual Property. No technology employed by The Company and each of the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates Subsidiaries have taken all reasonable measures to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use protect the Intellectual Property of any third party, except in each case as would not reasonably be expected owned by or licensed to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company Subsidiaries. For the purpose of this Agreement, “Intellectual Property” shall mean: trademarks, service marks, brand names, domain names, certification marks, trade dress and its subsidiariesother indications of origin, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere goodwill associated with the issued foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or pending claims renewal of any patent within the Company Intellectual Propertysuch registration or application; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid inventions, discoveries and ideas, whether patentable or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects not, in any of jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications) and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the patents use or patent applications included disclosure thereof by any person; writings and other works, whether copyrightable or not, in the Company Intellectual Propertyany jurisdiction; and (D) the duty registrations or applications for registration 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 within the Company Intellectual Property have been materially complied withcopyrights in any jurisdiction, and in all foreign offices having any renewals or extensions thereof; and any similar requirements, such requirements have been materially complied withintellectual property or proprietary rights.

Intellectual Property. Except Every material trade secret (including know-how, inventions, designs and processes), patent, patent right, trademark, trademark right, logo, service xxxx, trade name or copyright, or application thereof, and licenses and rights with respect to the foregoing, used in connection with the business of RP and its Subsidiaries, (the "RP Intellectual Property"), is protected by RP in a manner which, under the circumstances, is prudent and commercially reasonable and owned by RP or its Subsidiaries free and clear of any liens, encumbrances, claims or restrictions whatsoever which would have an RP Material Adverse Effect, direct or indirect. There are no valid grounds for any bona fide claims (i) to the effect that the business of RP or any of the RP Subsidiaries infringes on any copyright, patent, trademark, service xxxx or trade secret; (ii) against the use by RP or any of the RP Subsidiaries, of any patents, patent rights, trademarks, trademark rights, logos, trade names, service marks, trade secrets, copyrights, technology, know-how or computer software programs and applications used in the business of RP or any of the RP Subsidiaries as currently conducted or as proposed to be conducted; (iii) challenging the ownership, validity or effectiveness of any of the patents, patent rights, registered and material unregistered trademarks, logos and service marks, registered copyrights, trade names and any applications therefor owned by RP or any of the RP Subsidiaries or other trade secret material to RP or any of the RP Subsidiaries; or (iv) challenging the license or legally enforceable right to use of any third-party patents, patent rights, trademarks, trademark rights, logos, service marks, trade names and copyrights by RP or any of the RP Subsidiaries, except, in each case, for claims that, if determined adversely to RP, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a an RP Material Adverse Effect, (i) the Company and . Neither RP nor any of its subsidiaries own or have Subsidiaries has granted to any other person the right to use all patentsthe RP Intellectual Property, or any part thereof. RP is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, patent applicationsrights, trademarkstrademark, trademark rights, logo, service marksxxxx, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-howname, trade secretsname rights, systemscopyright or other intangible assets, procedures, proprietary with respect to the use thereof or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in connection with the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate business or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withotherwise.

Intellectual Property. Except as would notThe term "Intellectual Property Assets" shall include the names of the Acquired Companies, individually all other fictitious business names and trade names under which the Acquired Companies have conducted their businesses, registered and unregistered trademarks, service marks and applications (collectively, "Marks") used in connection with the Acquired Companies' businesses, all copyrights in both published works and unpublished works (collectively, "Copyrights") owned, developed or used by any of the Acquired Companies in connection with the aggregateoperation of the businesses, reasonably be expected to have a Material Adverse Effect, (i) the Company all patents and its subsidiaries own or have the right to use all patents, patent applications, trademarksboth domestic and foreign (collectively, service marks"Patents") the inventions covered by which are owned or used or have been developed by any of the Acquired Companies in connection with the operation of the businesses, trade namesand all designs, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable worksinventions, know-how, trade secrets, systemsconfidential information, proceduressoftware, proprietary or confidential information technical information, workbooks, consulting plans and all other worldwide intellectual property, industrial property and proprietary rights products (collectively, “"Trade Secrets") owned, developed or used by any of the Acquired Companies in connection with the operation of the businesses. All of the Intellectual Property”) Property Assets of the Acquired Companies are described in Part 2.7 of the Disclosure Letter. The Intellectual Property Assets are all the intellectual property necessary or used in the operation of the Acquired Companies' business and are sufficient for the continued conduct of their respective the Acquired Companies' businesses (such Intellectual Property, “Company Intellectual Property”); (ii) after the closing in substantially the same manner as conducted prior to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate Closing. There are no pending Proceedings or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating threatened disputes or disagreements with respect to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property Assets, and to the Knowledge of the Company and its subsidiaries Acquired Companies there is no basis, whether or not being infringedpending or threatened, misappropriated for any challenge to the validity, enforceability, or otherwise violated by ownership of any personIntellectual Property. The Company Acquired Companies are the owners of all right, title and its subsidiaries have complied with the material terms interest in and to each 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property Assets free and clear of all Encumbrances. No such Intellectual Property Asset infringes upon or, to the Knowledge of Acquired Companies, has been alleged to infringe upon the Intellectual property rights of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withPerson.

Intellectual Property. Except as would notTo the Knowledge of the Company, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have possess the valid right to use all (i) patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service xxxx registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (as currently conducted, and as proposed to be conducted and described in the Pricing Disclosure Package and the Prospectus, in each case, except to the extent the failure to own or possess the rights to use such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s Property Rights and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) Assets would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) their Knowledge still pending, by any other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation subsidiaries. To the Knowledge of any contractual or legal obligation binding on the Company, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any material infringement of, any material misappropriation of, or other material violation of, any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign valid and enforceable Intellectual Property to a previous employerRights of any other person. To the Knowledge of the Company, or an obligation otherwise not to all licenses for the use of the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products Rights described in the Registration Statement, the Pricing Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of material breach of any license of Intellectual Property Rights or Intellectual Property Assets, and the Company has no knowledge of any material breach or anticipated material breach by any other person to any license of Intellectual Property Rights or Intellectual Property Assets to which the Company is a party. Except as under development described in the Pricing Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any subsidiary fall within person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the scope execution of appropriate nondisclosure and confidentiality agreements. The consummation of the claims transactions contemplated by this Agreement will not result in the loss or impairment of one or more patents or patent applications owned bypayment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in hold for use any of the patents Intellectual Property Rights as owned, used or patent applications included held for use in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution conduct of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withbusiness as currently conducted.

Intellectual Property. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Company Material Adverse Effect. No technology employed , (i) the conduct of the business of the Company and the Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party, and no claim has been asserted to the Company or any Subsidiary that the conduct of the business of the Company and the Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any third party; (ii) with respect to each item of Intellectual Property that is owned by the Company or a Subsidiary ("OWNED INTELLECTUAL PROPERTY"), the Company or a Subsidiary is the owner of the entire right, title and interest in and to such Owned Intellectual Property and is entitled to use such Owned Intellectual Property in the continued operation of its subsidiaries has been obtained respective business; (iii) with respect to each item of Intellectual Property that is licensed to or is being otherwise held or used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed toSubsidiary ("LICENSED INTELLECTUAL PROPERTY"), the Company or any subsidiary. To a Subsidiary has the right to use such Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Licensed Intellectual Property; (iv) none of the Owned Intellectual Property has been adjudged invalid or unenforceable in whole or in part and, to the knowledge of the Company Company, the Owned Intellectual Property is valid and its subsidiariesenforceable; (v) to the knowledge of the Company, (A) there no person is no patent or published patent application engaging in any activity that infringes upon the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Owned Intellectual Property; (Bvi) there to the knowledge of the Company, each license of the Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (vii) to the knowledge of the Company, no prior art that may render party to any patent within license of the Licensed Intellectual Property is in breach thereof or default thereunder; (viii) the Company Intellectual Property invalid or any patent application within has taken all reasonable actions (including executing non-disclosure and intellectual property assignment agreements) to protect, preserve and maintain the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Owned Intellectual Property; and (Dix) neither the duty execution of candor and good faith as required by this Agreement nor the United States Patent and Trademark Office during the prosecution consummation of any Transaction shall adversely affect any of the United States patents and patent applications within Company's rights with respect to the Company Owned Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withor the Licensed Intellectual Property.

Intellectual Property. Except (a) The Company Disclosure Letter sets forth a true and complete list of (i) all United States and foreign patents, trademark, service xxxx and copyright registrations and applications therefor, and material trademarks, trade names, service marks and copyrights owned by the Company and its Subsidiaries (the "Intellectual Property Rights") and (ii) all United States and foreign patents, trademarks, trade names, service marks and copyrights licensed to the Company or any of its Subsidiaries (the "Licensed Rights"). The Company represents and warrants that, except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse EffectCompany Disclosure Letter, (i) the Company Intellectual Property Rights are free and its subsidiaries own clear of any liens, claims or have encumbrances, are not subject to any license (royalty bearing or royalty free) and are not subject to any other arrangement requiring any payment to any person or the right obligation to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary grant rights (collectively, “Intellectual Property”) used to any person in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”)exchange; (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Licensed Rights are free and clear of any liens, claims, encumbrances, royalties or other obligations; and (iii) the Intellectual Property Rights and the Licensed Rights are all those material rights necessary to the conduct of the business of each of the Company, its Subsidiaries and the Company's affiliates as presently conducted. Except as set forth in the Company Disclosure Letter, the validity of the Intellectual Property Rights and title thereto, (i) have not been questioned in any prior Litigation; (ii) are not being questioned in any pending Litigation; and (iii) to the knowledge of the Company, are not the subject(s) of any threatened or proposed Litigation. The business of each of the Company and its subsidiaries is Subsidiaries, as presently conducted, does not being infringedconflict with and, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation knowledge of any contractual or legal obligation binding on the Company, its subsidiarieshas not been alleged to conflict with any patents, trademarks, trade names, service marks, copyrights or other intellectual property rights of others. The consummation of the transactions contemplated hereby will not result in the loss or impairment of any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of Rights or the Company's or its Subsidiaries' right to use any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryLicensed Rights. To the knowledge of the Company and its subsidiariesCompany, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in third parties using any of the patents or patent applications included in Intellectual Property Rights material to the business of the Company Intellectual Property; and (D) the duty of candor and good faith or its Subsidiaries as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withpresently conducted.

Intellectual Property. Except as disclosed in the SEC Reports, each of the Company and its Subsidiaries owns or has the valid right to use all Intellectual Property (as defined below) necessary for the conduct of the businesses of the Company and its Subsidiaries in the manner described in the SEC Reports as now conducted or proposed to be conducted. Except as disclosed in the SEC Reports: (i) to the knowledge of the Company, no third party has infringed, misappropriated, diluted or otherwise violated in any material respect any Intellectual Property rights of the Company or any of its Subsidiaries, and no claims for any of the foregoing have been brought against any third party by the Company or any of its Subsidiaries; (ii) the Intellectual Property owned by the Company or its Subsidiaries and, to the knowledge of the Company, the Intellectual Property licensed to the Company or its Subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding, investigation or claim challenging the validity, enforceability, scope, issuance/registration, use or ownership of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates, dilutes or otherwise violates any Intellectual Property of others, which could have or would reasonably be expected to have a Material Adverse Effect; and (iv) each of the Company and its Subsidiaries has taken reasonable steps to maintain and protect all Intellectual Property that is material to the conduct of its business, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use . The term “Intellectual Property” as used herein means all patents, patent applications, trademarks, trademark applications, service marks, trade names, trademark registrations, service xxxx registrationstrade dress, domain names and other source indicatorsnames, copyrights and copyrightable workscopyrights, know-howlicenses, inventions, trade secrets, technology, software, systems, procedures, proprietary or confidential information know-how and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withrights.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each of the Company and its subsidiaries own Subsidiaries owns or have is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, service markstrademark applications, trade names, trademark registrationsservice marks, service xxxx registrationscopyrights, domain names copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and other marketing data, object and source indicators, copyrights and copyrightable workscodes, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide intellectual property, industrial property similar rights and proprietary rights knowledge (collectively, “Intellectual Property”"INTANGIBLES") used in necessary for the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (iiits business as now being conducted and as presently contemplated to be conducted in the future. Section 3(l) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property Disclosure Schedule sets forth a list of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being Intangibles owned and/or used by the Company or in its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarybusiness. To the knowledge of the Company and its subsidiariesSubsidiaries, (Aneither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intangibles. Except as set forth on Section 3(l) there of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to xxx or settlement agreement with respect to the validity of the Company's or its Subsidiaries' ownership of or right to use its Intangibles and the Company has no knowledge of any reasonable basis for any such claim to be successful. The Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is no patent or published patent application in the U.S. subject of cancellation or other jurisdiction that contains claims that materially interfere adversarial proceedings, and all applications therefor are pending and in good standing. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the issued protection of the Intangibles used pursuant to licenses. To the Company's knowledge, no person is infringing on or pending claims of any patent within violating the Intangibles owned or used by the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withits Subsidiaries.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, trademark registrationsdomain names, service xxxx registrationscopyrights, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) used necessary to conduct their business as presently conducted and currently contemplated to be conducted in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to future as set forth in the Company’s knowledgeRegistration Statement, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate General Disclosure Package or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to Prospectus. To the knowledge of the Company, neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity, other than as described in the Registration Statement, the General Disclosure Package and the Prospectus. Neither the Company nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company and or its subsidiaries is not being infringed, misappropriated or otherwise violated by any personwhich would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have complied with the material terms of each agreement pursuant taken all reasonable steps necessary to which Company secure their interests in such Intellectual Property has been licensed from their employees and contractors and to protect the Company or any subsidiary, confidentiality of all of their confidential information and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effecttrade secrets. No technology None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective officers, directors, directors or employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. All Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The products described in the Registration StatementCompany and its subsidiaries are not subject to any judgment, the Pricing Disclosure Package and the Prospectus as under development by order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company or any subsidiary fall within the scope of the claims of one its subsidiaries entered into or more patents or patent applications owned by, or exclusively licensed to, the Company or become a party to any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application agreement made in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims settlement of any patent within the Company pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The Company and the Company Subsidiaries own (free and its subsidiaries own clear of any claims, liens, encumbrances, exclusive licenses or non-exclusive licenses not granted in the ordinary course of business) or have the right a valid license to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Property used in or necessary to carry on their business as currently conducted, and (ii) such Intellectual Property referenced in clause (i) above is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the conduct of their respective businesses (Company’s or the Company Subsidiaries’ use of, or rights to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property used in their business as presently conducted, “all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or misappropriation of, or any conflict with, the rights of others with respect to any Intellectual Property”); (ii) , and no reasonable basis exists for any such claim. To the Company’s knowledge, no third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Company or the Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted, or, to the Company’s knowledge, threatened against the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeCompany or any Company Subsidiary concerning the ownership, misappropriate validity, registerability, enforceability, infringement or otherwise violate use of, or licensed right to use, any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to . To the knowledge of the Company, the Intellectual Property none of the Company and its subsidiaries or any of the Company Subsidiaries is not being infringed, misappropriated using or otherwise violated by enforcing any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been owned by or licensed to the Company or any subsidiary, and all such agreements are of the Company Subsidiaries in full force and effect, except in each case as a manner that would not reasonably be expected to have a Material Adverse Effectresult in the abandonment, cancellation or unenforceability of such Intellectual Property. No technology employed by The Company and each of the Company or its subsidiaries Subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates taken all reasonable measures to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use protect the Intellectual Property of any third party, except in each case as would not reasonably be expected owned by or licensed to have a Material Adverse Effect. The products described in the Registration Statement, the 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 patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.

Intellectual Property. Section 3.12(a) of the Seller Disclosure Letter lists the following Business Intellectual Property owned by any Acquired Company, all: (i) Patents; (ii) Trademarks (including Internet domain name registrations) and material unregistered Trademarks, and (iii) material Copyright registrations and material unregistered copyrights. Section 3.12 of the Seller Disclosure Letter also lists (i) all material computer programs which are owned, licensed, leased or otherwise used by any Acquired Company; and (ii) all material agreements granting or obtaining any right to use or practice any rights under any Intellectual Property to which Seller is a party or is otherwise bound or receives rights, as licensee, licensor or otherwise thereunder. Except as disclosed on Section 3.12(b) of the Seller Disclosure Letter, and as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect, : (i) the Company and its subsidiaries Acquired Companies own or have the right licenses or other rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Business Intellectual Property”, (ii) used no claims, or, to Seller's Knowledge, threat of claims, have been asserted against any Acquired Company by any Person related to the use of any Business Intellectual Property in the conduct of their respective the businesses (such of the Acquired Companies or challenging or questioning the validity or effectiveness of any license or agreement relating to Business Intellectual Property, “Company Intellectual Property”); (iiiii) to the Company’s knowledgeSeller's Knowledge, the Company’s and its subsidiaries’ conduct of their respective the businesses of the Acquired Companies as presently conducted does not infringe, misappropriate or otherwise violate any infringe on the Intellectual Property rights of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and Person, (iv) to the knowledge of the CompanySeller's Knowledge, the no third party is infringing, misappropriating or otherwise violating any Business Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material 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, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed owned by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the CompanyAcquired Companies and (v) all material patents, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package trademarks 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. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications copyrights included in the Company Business Intellectual Property; and (D) the duty of candor and good faith as required Property that are owned by the United States Patent Acquired Companies have been duly maintained and Trademark Office during the prosecution of the United States have not been canceled, expired or abandoned (except for patents and patent applications within copyrights expiring at the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withend of their natural term).

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own Subsidiaries own, or have the right possess sufficient rights to use use, all patents, patent applications, trademarks, service marks, trade names (including all goodwill associated with the foregoing), patent rights, copyrights, domain names, trademark registrationslicenses, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-howapprovals, trade secrets, systemsinventions, procedurestechnology, proprietary or confidential information know-how and all other worldwide intellectual property, industrial property and proprietary rights similar rights, including registrations and applications for registration thereof (collectively, “Intellectual PropertyProperty Rights”) used in in, or necessary for the conduct of their respective businesses the business now conducted or proposed in the Registration Statement, General Disclosure Package or the Prospectus to be conducted by the Company or its Subsidiaries. Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, (such Intellectual Property, “Company Intellectual Property”); (iiA) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Subsidiaries, (B) to the Company’s and its subsidiaries’ conduct knowledge, there is no infringement, misappropriation, breach, default or other violation by any third party of their respective businesses does not infringe, misappropriate or otherwise violate any of the Intellectual Property Rights of the Company or any person; of its Subsidiaries, (iiiC) the Company and its subsidiaries Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any Subsidiary is contingent upon maintaining the confidentiality thereof, (D) the Company is not received obligated to pay a material royalty, grant a license to, or provide other material consideration to any written notice of any valid claim relating to third party in connection with the Company Intellectual Property; , and (ivE) to the knowledge of the Company’s knowledge, the all Intellectual Property of Rights owned by or exclusively licensed to the Company or any of its Subsidiaries are valid and enforceable. Neither the Company nor any of its subsidiaries is not being Subsidiaries has materially infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party, and neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement, General Disclosure Package and the Prospectus, would materially infringe or otherwise violate the Intellectual Property Rights of any third party. Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any person. The Company and third party (i) challenging the Company’s or any of its subsidiaries have complied with Subsidiaries’ rights in or to, or alleging the material violation of any of the terms of, any of each agreement pursuant to which Company their Intellectual Property has been Rights, (ii) challenging the validity, enforceability or scope of any Intellectual Property Rights owned by or exclusively licensed to the Company or any subsidiaryof its Subsidiaries, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by or (iii) alleging that the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officersits Subsidiaries has infringed, directors, employees, misappropriated or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign otherwise violated or conflicted with any Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property Rights of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described and in the Registration Statementcase of each of (i), the Pricing Disclosure Package (ii) 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(iii) above, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims unaware of any patent within the Company Intellectual Property; (B) there is no prior art that may render fact which would form a reasonable basis for any patent within the Company Intellectual Property invalid such action, suit, proceeding or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) 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 within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withclaim.