Common use of Borrower Products Clause in Contracts

Borrower Products. Except as described on Schedule 5.11, no material Intellectual Property owned by Borrower or any Subsidiary or Borrower Product is subject to any actual or, to the knowledge of Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Property) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner Borrower’s use, transfer or licensing thereof or that may affect in any material respect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. In the past two (2) years, Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or asserting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s knowledge, is there a reasonable basis for any such claim. To the best knowledge of Borrower after due inquiry, Borrower and its Subsidiaries use of their respective Intellectual Property and the production and sale of Borrower Products as of the Closing Date does not infringe the Intellectual Property or other rights of others, except as would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary herein, “due inquiry”, for purposes of Sections 5.9, 5.10 and 5.11, does not require the review of any third party databases or the conduct of any patent or trademark clearance, freedom to operate searches or analyses, or validity or enforceability searches or analyses.

Borrower Products. Except as described set forth on Schedule 5.11, no material Intellectual Property owned by Borrower or any Subsidiary Loan Party or Borrower Product has been or is subject to any actual or, to the knowledge of Borrowerany Loan Party, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Propertyagency, but excluding office actions or similar communications issued by the United States Patent and Trademark Office or corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner Borrowersuch Loan Party’s use, transfer or licensing thereof or that may would reasonably be expected to adversely affect in any material respect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates Borrower any Loan Party to grant licenses or ownership interest in any future Intellectual Property related to be used in the operation or conduct of the business of Borrower such Loan Party or Borrower ProductsProducts to an extent that would reasonably be expected to materially adversely affect such Loan Party’s ability to perform or pay the Secured Obligations in accordance with the Loan Documents. In the past two (2) years, Borrower No Loan Party has not received any written notice or claim, or, to the knowledge of Borrowerany Loan Party, oral notice or claim, challenging or questioning Borrowersuch Loan Party’s ownership in any Intellectual Property (used in the operation or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property conduct of the owner thereof) business of such Loan Party or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrowerany Loan Party’s knowledge, is there a reasonable basis for any such claim. To the best knowledge of Borrower after due inquiry, Borrower and its Subsidiaries Neither any Loan Party’s use of their respective its Intellectual Property and in the production operation or conduct of the business of such Loan Party nor the manufacture and sale of Borrower Products as of infringes the Closing Date does not infringe the Intellectual Property or other intellectual property rights of others, except as other than infringements that would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything materially adversely affect such Loan Party’s ability to perform or pay the contrary herein, “due inquiry”, for purposes of Sections 5.9, 5.10 and 5.11, does not require Secured Obligations in accordance with the review of any third party databases or the conduct of any patent or trademark clearance, freedom to operate searches or analyses, or validity or enforceability searches or analyses.Loan Documents

Borrower Products. Except as described on Schedule 5.11, no material Intellectual Property owned by any Borrower or any Subsidiary or Borrower Product has been or is subject to any actual or, to the knowledge of such Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Propertyagency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner such Borrower’s use, transfer or licensing thereof or that may affect in any material respect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral ​ ​ award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates any Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of such Borrower or Borrower Products. In the past two (2) years, No Borrower has not received any written notice or claim, or, to the knowledge of such Borrower, oral notice or claim, challenging or questioning such Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to such Borrower’s knowledge, knowledge is there a reasonable basis for any such claim. To the best knowledge of Borrower after due inquiryeach Borrower, Borrower and its Subsidiaries no Borrower’s use of their respective its Intellectual Property and nor the production and sale of the Borrower’s Borrower Products as of infringes the Closing Date does not infringe the Intellectual Property intellectual property or other rights of others. Other than as publically disclosed by Borrower in its 8-K filed with the SEC on November 30, except as would not reasonably be expected 2021 regarding a planned Oncologic Drugs Advisory Committee meeting, there have been no recalls, field notifications, field corrections, market withdrawals, warnings, “dear doctor” letters, investigator notices, safety alerts or other notice of action relating to have a Material Adverse Effect. Notwithstanding anything an alleged lack of safety, efficacy, or regulatory compliance of any Borrower Products (“Safety Notices”) and to the contrary herein, “due inquiry”, for purposes of Sections 5.9, 5.10 and 5.11, does not require the review knowledge of any third party databases or the conduct Borrower, there are no facts that would be reasonably likely to result in (i) a Safety Notice with respect to any Borrower Products, (ii) a change in labeling of any patent Borrower Products or trademark clearance, freedom to operate searches (iii) a termination or analyses, suspension of marketing or validity or enforceability searches or analysestesting of any Borrower Products.

Borrower Products. Except as described on Schedule 5.115.11 (which may be updated from time to time, provided that any new information or disclosure shall not be deemed to be included in such schedule unless consented to by Lender in writing pursuant to the terms and conditions hereof), no material Intellectual Property owned by Borrower or any Subsidiary or Borrower Product is subject to any actual or, to the knowledge of Borrower, threatened litigation, proceeding (including except for any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications agency, in each case involving a pending application for Intellectual Propertyany Patents, Trademarks or Copyrights) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner Borrower’s use, transfer or licensing thereof or that may materially affect in any material respect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. In the past two (2) years, Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any of the Intellectual Property purportedly owned by Borrower (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto thereto, which, if adversely determined against Borrower or its property, would reasonably be expected to result in liability in excess of $250,000, nor, to Borrower’s knowledge, is there a reasonable basis for any such claim. To the best knowledge of Borrower after due inquiryBorrower, Borrower and its Subsidiaries neither Borrower’s use of their respective its Intellectual Property and nor the production and sale of Borrower Products as of infringes the Closing Date does not infringe the Intellectual Property intellectual property or other rights of others, except as would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary herein, “due inquiry”, for purposes of Sections 5.9, 5.10 and 5.11, does not require the review of any third party databases or the conduct of any patent or trademark clearance, freedom to operate searches or analyses, or validity or enforceability searches or analyses.

Borrower Products. Except as described on Schedule 5.115.11 or in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no material Intellectual Property owned by Borrower or any Subsidiary or Borrower Product has been or is subject to any actual or, to the knowledge of Borrower, threatened in writing litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Propertyagency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner Borrower’s use, transfer or licensing thereof or that may could reasonably be expected to affect in any material respect the validity, use or enforceability thereof. There Except as described in the most recently delivered Compliance Certificate in accordance with Section 7.1(d),there is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. In Except as described in the past two (2) yearsmost recently delivered Compliance Certificate in accordance with Section 7.1(d), Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any Intellectual Property material to Borrower’s business (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property material to Borrower’s business of the owner thereof) or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s knowledge, is there a 49 US-DOCS\126945775.5 reasonable basis for any such claim. To the best knowledge of Borrower after due inquiry, Borrower and its Subsidiaries Neither Borrower’s use of their respective its Intellectual Property and material to Borrower’s business nor the production and sale of Borrower Products as of the Closing Date does not infringe material to Borrower’s business infringes the Intellectual Property or other rights of others, except as would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary herein, “due inquiry”, for purposes of Sections 5.9, 5.10 and 5.11, does not require the review of any third party databases or the conduct of any patent or trademark clearance, freedom to operate searches or analyses, or validity or enforceability searches or analyses.

Borrower Products. Except as described on Schedule 5.115.12 to the Disclosure Letter, no material Intellectual Property owned by Borrower or any Subsidiary Loan Party or Borrower Product has been or is subject to any actual or, to the knowledge of Borrowerthe Loan Parties, threatened in writing litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Propertyagency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner Borrowersuch Loan Party’s use, transfer or licensing thereof or that may affect in any material respect the validity, use or enforceability thereof, except where such litigation, proceeding, decree, order, judgment, settlement agreement or stipulation would not reasonably be expected to have a Material Adverse Effect. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates Borrower any Loan Party to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower the Loan Parties or Borrower Products, except where such decree, order, judgment, agreement, stipulation or award would not reasonably be expected to have a Material Adverse Effect. In the past two (2) years, Borrower No Loan Party has not received any written notice or claim, or, to the knowledge of Borrowerthe Loan Parties, oral notice or claim, challenging or questioning Borrower’s their ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s the Loan Parties’ knowledge, is there a reasonable basis for any such claim. To the best knowledge of Borrower after due inquiry, Borrower and its Subsidiaries use of their respective Intellectual Property and the production and sale of Borrower Products as of the Closing Date does not infringe the Intellectual Property claim in each case to where such notice or other rights of others, except as claim would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary hereinTo Loan Parties’ knowledge, “due inquiry”, for purposes no Loan Party’s use of Sections 5.9, 5.10 and 5.11, does not require the review of any third party databases its Intellectual Property or the conduct production and sale of Borrower Products infringes the valid Intellectual Property or other rights of others in any patent or trademark clearance, freedom to operate searches or analyses, or validity or enforceability searches or analyses.material respect. 5.13

Borrower Products. Except as described on Schedule 5.11, no material Intellectual Property owned by Borrower or any Subsidiary its Subsidiaries or Borrower Product has been or is subject to any actual or, to the knowledge of Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Propertyagency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner Borrower’s or its Subsidiaries’ use, transfer or licensing thereof or that may affect in any material respect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates Borrower or any Subsidiary to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower and its Subsidiaries or Borrower Products. In the past two (2) years, Neither Borrower nor any Subsidiary has not received any written notice or claim, or, to the knowledge of BorrowerBorrower and its Subsidiaries, oral notice or claim, challenging or questioning Borrower’s or any of its Subsidiaries’ ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s and its Subsidiaries’ knowledge, is there a reasonable basis for any such claim. To the best knowledge of Borrower after due inquiry, Borrower Borrower’s and its Subsidiaries Subsidiaries’ knowledge, neither Borrower’s or any Subsidiaries’ use of their respective its Intellectual Property and nor the production and sale of Borrower Products as of the Closing Date does not infringe infringes the Intellectual Property or other rights of others, except as would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary herein, “due inquiry”, for purposes of Sections 5.9, 5.10 and 5.11, does not require the review of any third party databases or the conduct of any patent or trademark clearance, freedom to operate searches or analyses, or validity or enforceability searches or analyses.

Borrower Products. Except To the Loan Parties’ knowledge, no Material Intellectual Property owned by any Loan Party or Borrower Product is being infringed, violated, or misappropriated by any other Person; and, except as described on Schedule 5.115.11 to the Disclosure Letter, no material Material Intellectual Property owned by Borrower or any Subsidiary Loan Party or Borrower Product has been or is subject to any actual or, to the knowledge of Borrowerthe Loan Parties, threatened in writing litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Propertyagency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner Borrowerany Loan Party’s use, transfer or licensing thereof or that may affect in any material respect the validity, use or enforceability thereof. There is no material decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates Borrower any Loan Party to grant licenses or ownership interest in any future Material Intellectual Property related to the operation or conduct of the business of Borrower the Loan Parties or Borrower Products. In the past two (2) years, Borrower No Loan Party has not received any written notice or claim, or, to the knowledge of Borrowerthe Loan Parties, oral notice or claim, challenging or questioning Borrower’s their ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in or rights to any licensed Intellectual Property of the owner thereof) or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s the Loan Parties’ knowledge, is there a reasonable basis for any such claim. To the best knowledge of Borrower after due inquiry, Borrower and its Subsidiaries use of their respective Intellectual Property and the production and sale of Borrower Products as of the Closing Date does not infringe the Intellectual Property claim in each case to where such notice or other rights of others, except as claim would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary hereinNo Loan Party’s use of its Material Intellectual Property, “due inquiry”, for purposes of Sections 5.9, 5.10 and 5.11, does not require the review of any third party databases or the conduct of any patent or trademark clearance, freedom to operate searches or analysesits business, or validity the design, labeling, promotion, licensing, marketing, dispensing, manufacturing, selling or enforceability searches commercializing of Borrower Products, infringes, misappropriates or analysesotherwise violates the intellectual property (including Patents, Copyrights, Trademarks and Trade Secrets) or other rights of others, except where such infringement, misappropriation or other violation has not resulted in, and is not reasonably expected to result in, a Material Adverse Effect.

Borrower Products. Except as described on Schedule 5.11, no material Intellectual Property owned by Borrower or any Subsidiary or Borrower Product is subject to any actual pending or, to the knowledge of Borrower, overtly threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Propertyagency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner respect Borrower’s use, transfer or licensing thereof or that may adversely affect in any material respect the validity, use or enforceability thereof. There is no outstanding decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. In There is no outstanding or, to the past two (2) yearsknowledge of Borrower, overtly threatened, dispute or disagreement of which Borrower is aware with respect to any contract, license or agreement between Borrower and any third party related to any material component or portion of the Intellectual Property. Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s knowledge, is there a reasonable basis for any such claim. To the best knowledge of Borrower after due inquiryBorrower’s knowledge, Borrower and its Subsidiaries neither Borrower’s use of their respective its Intellectual Property and nor the production and sale of Borrower Products as of infringes the Closing Date does not infringe the Intellectual Property intellectual property or other rights of others, except as would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary herein, “due inquiry”, for purposes of Sections 5.9, 5.10 and 5.11, does not require the review of any third party databases or the conduct of any patent or trademark clearance, freedom to operate searches or analyses, or validity or enforceability searches or analyses.

Borrower Products. Except as described on Schedule 5.115.12 to the Disclosure Letter, no material Intellectual Property owned by Borrower or any Subsidiary Loan Party or Borrower Product has been or is subject to any actual or, to the knowledge of Borrowerthe Loan Parties, threatened in writing litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Propertyagency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner Borrowersuch Loan Party’s use, transfer or licensing thereof or that may affect in any material respect the validity, use or enforceability thereof, except where such litigation, proceeding, decree, order, judgment, settlement agreement or stipulation would not reasonably be expected to have a Material Adverse Effect. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates Borrower any Loan Party to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower the Loan Parties or Borrower Products, except where such decree, order, judgment, agreement, stipulation or award would not reasonably be expected to have a Material Adverse Effect. In the past two (2) years, Borrower No Loan Party has not received any written notice or claim, or, to the knowledge of Borrowerthe Loan Parties, oral notice or claim, challenging or questioning Borrower’s their ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s the Loan Parties’ knowledge, is there a reasonable basis for any such claim. To the best knowledge of Borrower after due inquiry, Borrower and its Subsidiaries use of their respective Intellectual Property and the production and sale of Borrower Products as of the Closing Date does not infringe the Intellectual Property claim in each case to where such notice or other rights of others, except as claim would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary hereinTo Loan Parties’ knowledge, “due inquiry”, for purposes no Loan Party’s use of Sections 5.9, 5.10 and 5.11, does not require the review of any third party databases its Intellectual Property or the conduct production and sale of Borrower Products infringes the valid Intellectual Property or other rights of others in any patent or trademark clearance, freedom to operate searches or analyses, or validity or enforceability searches or analysesmaterial respect.

Borrower Products. Except as described on Schedule 5.11(a) To Borrower’s knowledge, no is any material Intellectual Property owned by Borrower or any Subsidiary or Borrower Product is subject to any actual or, to the knowledge of Borrower, threatened in writing litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Propertyagency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner Borrower’s use, transfer or licensing thereof or that may could reasonably be expected to affect in any material respect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by ? Yes____ No_____ (b) Has Borrower in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. In the past two (2) years, Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any Intellectual Property material to Borrower’s business (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property material to Borrower’s business of the owner thereof) or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto noror, to Borrower’s knowledge, is there a reasonable basis for any such claim? Yes____ No_____ |US-DOCS\129794038.5|| ACCOUNTS OF BORROWER AND ITS SUBSIDIARIES AND AFFILIATES The undersigned hereby also confirms the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of each Borrower or Borrower’s Subsidiary/Affiliate, as applicable. To the best knowledge of Borrower after due inquiry, Borrower and its Subsidiaries use of their respective Intellectual Property and the production and sale of Borrower Products as Each new account that has been opened since delivery of the Closing Date does not infringe the Intellectual Property or other rights of others, except as would not reasonably be expected to have previous Compliance Certificate is designated below with a Material Adverse Effect“*”. Notwithstanding anything to the contrary herein, “due inquiry”, for purposes of Sections 5.9, 5.10 and 5.11, does not require the review of any third party databases or the conduct of any patent or trademark clearance, freedom to operate searches or analyses, or validity or enforceability searches or analyses.|US-DOCS\129794038.5||

Borrower Products. Except as described on Schedule 5.115.11 to the Disclosure Letter, no material Intellectual Property owned by Borrower or any Subsidiary or Borrower Product has been or is subject to any actual or, to the knowledge of Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency other than prosecution of applications for Intellectual Propertyagency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner Borrower’s use, transfer or licensing thereof or that may affect in any material respect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into by Borrower in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. In the past two (2) years, Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any Intellectual Property that is material to Borrower’s operations (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property that is material to Borrower’s operations of the owner thereof) or asserting suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s knowledge, is there a reasonable basis for any such claim. To the best knowledge of Borrower after due inquiry, Borrower and its Subsidiaries Neither Borrower’s use of their respective its Intellectual Property and nor the production and sale of Borrower Products as of the Closing Date does not infringe infringes the Intellectual Property or other rights of others, others except as would to the extent that such infringement could not reasonably be expected to have result in a Material Adverse Effect. Notwithstanding anything to the contrary herein, “due inquiry”, for purposes of Sections 5.9, 5.10 and 5.11, does not require the review of any third party databases or the conduct of any patent or trademark clearance, freedom to operate searches or analyses, or validity or enforceability searches or analyses.