Common use of Intellectual Property Rights Clause in Contracts

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

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus Offering Documents as being owned or licensed by them them, or to the knowledge of the Company, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and ); and, to the knowledge of the Company, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such intellectual property rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, including liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus Offering Documents as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus Offering Documents as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersothers (nor has the Company received any such claim from a third party), and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respectseffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and and, to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The To the knowledge of the Company, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, to the knowledge of the Company, all such requirements have been complied with in each case in all material respectswith. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or or, to the knowledge of the Company, otherwise in violation of the rights of any persons that would reasonably persons. The product candidates described in the Offering Documents as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary. The Company and its subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be expected to cause maintained as a Material Adverse Changetrade secret.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained and maintain valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, service marks, trade names, service names, domain names, copyrights, technology, know-how, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part), and the Company is unaware of any facts which would form a reasonable basis for claim to the contrary or any such adjudicationchallenge by any other person to the rights of the Company or any of its subsidiaries with respect to the Intellectual Property. To the Company’s knowledge, and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; , and (ii) there is no material infringement infringement, misappropriation or other violation by third parties of any Intellectual Property. There Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, litigation, arbitration, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to (or use of) any Intellectual Property, Property and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, litigation, arbitration, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, Property and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, litigation, arbitration, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or otherwise violate, any patent, trademark, service xxxx, trade name, service name, copyright, know-how, trade secret or other intellectual property or proprietary rights of others, others and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, litigation, arbitration, proceeding or claim. The Company and its subsidiaries (and, to the Company’s knowledge, the other parties thereto) have complied (and are in compliance) in all material respects with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, no counterparty thereto has asserted the existence of any default thereunder by the Company or any of its subsidiaries, and all such agreements are in full force and effect in each case in all material respects. To and are valid, binding upon, and enforceable by or against the Company or such subsidiary (and, to the Company’s knowledge, there are no material defects the other parties thereto), as applicable, in any accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of the patents or patent applications included in the Intellectual Propertycreditors generally and general equitable principles. The Company is 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 Registration Statement, the Time of Sale Prospectus or the Prospectus and are not described therein. None of the technology or other intellectual property employed by the Company or any of its subsidiaries have taken reasonable steps has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to protectthe Company’s knowledge, maintain and safeguard their Intellectual Propertyupon any officers, including directors or employees of the execution Company or any of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employeesits subsidiaries, and to the knowledge Company’s knowledge, none of the Company, no employee of the Company is its or its subsidiaries’ employees are in or has have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with breach of a confidentiality obligation, obligation to assign intellectual property to an employer, or obligation not to use third-party intellectual property or other proprietary rights of a third party, except for any such violations as would not reasonably be expected, individually or in the Companyaggregate, to have a Material Adverse Effect. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included product candidate described in the Intellectual Property have been complied with; Registration Statement, the Time of Sale Prospectus and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed Prospectus as under development by the Company or its subsidiaries has been obtained any subsidiary falls within the scope of the Intellectual Property owned by, or is being used by exclusively licensed to, the Company or its subsidiary in violation of any contractual obligation binding on the subsidiary. The Company or and its subsidiaries or any have taken reasonable steps to protect and maintain the confidentiality of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changeits trade secrets and other confidential Intellectual Property.

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

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

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, domain names, technology, know-how and other intellectual property (including all registrations and applications for registration of any of the foregoing and all goodwill associated with any of the foregoing) described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned (“Company Owned Intellectual Property”) or licensed by them (“Company Licensed Intellectual Property”) or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication). To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors licenses with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) all Company Owned Intellectual Property is free and clear of all liens, encumbrances, or defects; (iii) there is no material infringement by third parties of any Intellectual Property; (iv) the Company and its subsidiaries are not infringing or misappropriating the intellectual property rights of third parties; and (v) the Company and its subsidiaries are the sole owners of the Company Owned Intellectual Property and have the valid and enforceable right to use the Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to the co-owner, as applicable. The Company and its subsidiaries have taken reasonable steps necessary to secure assignments to their title, rights and interests in the Company Owned Intellectual Property from their employees, consultants, agents and contractors and to the Company’s knowledge, no employee of the Company or its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition 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 its subsidiaries. There is no pending or, to the Company’s knowledge, threatened or notices of action, suit, proceeding or claim by others: (A) challenging the Company’s Company and its subsidiaries’ rights in or to any Intellectual Property, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is 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 infringe, misappropriate or otherwise violatesviolate, or would, upon the manufacturing or commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryits subsidiaries, and and, to the knowledge of the Company, all such agreements are in full force and effect effect. The product candidates described in each case in all material respects. To the Company’s knowledgeRegistration Statement, there are no material defects in any the Time of Sale Prospectus and the Prospectus as under development by the Company and its subsidiaries fall within the scope of the claims of one or more patents or patent applications included owned by, or exclusively licensed to, the Company or its subsidiaries. No government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to be owned by the Company and its subsidiaries that would confer upon any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property. The Company and its subsidiaries have taken commercially reasonable steps actions in accordance with customary industry practice to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially protect all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property by or technology (including information technology and outsourced arrangements) employed by exclusively licensed to the Company or its subsidiaries has been obtained or is being used by subsidiaries, including the Company or its subsidiary in violation maintenance and protection of any contractual obligation binding on the Company or its subsidiaries or any of their respective officersall trade secrets, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changeknow-how and other confidential information.

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

Intellectual Property Rights. The Company and its subsidiaries own, possess, license or have obtained valid and enforceable licenses forother rights to use, the inventionson reasonable terms, all patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other intellectual property described in the Registration Statement(collectively, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective businesses the Company’s business as currently now conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) in the Disclosure Package and the conduct Prospectus. Except as set forth in the Disclosure Package and the Prospectus, (a) no party has been granted an exclusive license to use any portion of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged owned by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: ; (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (iib) there is no material infringement by third parties of any such Intellectual Property. There Property owned by or exclusively licensed to the Company; (c) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any material Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (d) there is no pending or threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (e) there is no pending or threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries Company’s business as now conducted infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts other fact which would form a reasonable basis for any such actionclaim, suitexcept for such infringements or violations as could not, proceeding individually or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries aggregate, have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Change.

Intellectual Property Rights. The Company attached "Intellectual ---------------------------- ------------ Property Schedule" contains a complete and its subsidiaries own, accurate list of all (a) patented or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being ----------------- registered Intellectual Property Rights owned or licensed used by them the Company or which are necessary any Subsidiary, (b) pending patent applications and applications for registrations of other Intellectual Property Rights filed by the conduct of their respective businesses as currently conducted Company or as currently proposed to be conducted any Subsidiary, (collectively, “Intellectual Property”c) unregistered trade names and corporate names owned or used by the conduct of their respective businesses does not Company or any Subsidiary and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others(d) unregistered trademarks and service marks. The Intellectual Property Schedule also contains a complete and accurate list of all licenses and other rights granted by the Company or any Subsidiary to any third party with respect to any Intellectual Property Rights and all licenses and other rights granted by any third party to the Company or any Subsidiary with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. Except as set forth on the Intellectual Property Schedule: (a) the Company or one of its Subsidiaries owns all right, title and interest to, or has the right to use pursuant to a valid license, all Intellectual Property Rights necessary for the operation of the businesses of the Company has not been adjudged by a court of competent jurisdiction and its Subsidiaries as presently proposed to be invalid conducted, free and clear of all Liens, (b) the Company and its Subsidiaries own all right, title and interest in and to all of the Intellectual Property Rights listed on such schedule, free and clear of all Liens, (c) there have been no claims made against the Company or unenforceableany Subsidiary asserting the invalidity, in whole misuse, or in partunenforceability of any of such Intellectual Property Rights, and there are no valid grounds for the same, and (d) neither the Company nor any Subsidiary has received any notices of, and is unaware not aware of any facts which would form a reasonable basis for indicate the likelihood of, any such adjudication. To the Company’s knowledge: (i) there are no infringement or misappropriation by, or conflict with, any third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to such Intellectual Property that is disclosed in the Registration StatementRights (including, the Time of Sale Prospectus and the Prospectus as licensed to the Company without limitation, any demand or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting request that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of Subsidiary license any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form from a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changethird party).

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

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (1) described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or (2) which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed in the Registration Statement or the Prospectus to be conducted (collectively, “Intellectual Property”) and except in the conduct case of their respective businesses does not and will not infringeclause (2) where the failure to own, misappropriate possess or otherwise conflict in any material respect with any acquire such rights of others. The Intellectual Property of the Company has would not been adjudged by a court of competent jurisdiction to reasonably be invalid or unenforceableexpected, in whole individually or in partthe aggregate, and to have a Material Adverse Effect. Except as would not reasonably be expected, individually or in the Company is unaware of any facts which would form aggregate, to have a reasonable basis for any such adjudication. To Material Adverse Effect, to the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryits subsidiaries, and all such agreements are in full force and effect in each case in all material respectseffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included The product candidates described in the Intellectual Property. The Company Registration Statement and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith Prospectus as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used under development by the Company or its subsidiary in violation fall within the scope of any contractual obligation binding on the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changesuch subsidiary.

Intellectual Property Rights. The Company and its subsidiaries Subsidiaries own, possess, license or have obtained valid and enforceable licenses forother adequate rights to use, the inventionson reasonable terms, all material patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses the Company’s and each of its Subsidiary’s business as currently conducted or as currently proposed to be now conducted (collectively, the “Intellectual Property”) ), except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not result in a Material Adverse Effect. Except as set forth in the Disclosure Package and the conduct Prospectus: (a) no party has been granted an exclusive license to use any portion of their respective businesses does not and will not infringesuch Intellectual Property owned by the Company or its Subsidiaries; (b) to the knowledge of the Company, misappropriate or otherwise conflict in any there is no material respect with infringement by third parties of any such rights of others. The Intellectual Property owned by or exclusively licensed to the Company or its Subsidiaries; (c) the Company is not aware of any defects in the preparation and filing of any of material patent applications, as listed in Exhibit E, within the Intellectual Property; (d) to the knowledge of the Company has not been adjudged Company, the material patent applications, as listed in Exhibit E, within the Intellectual Property are being prosecuted so as to avoid the abandonment thereof; (e) to the knowledge of the Company, the material patents, as listed in Exhibit E, within the Intellectual Property are being maintained and the required maintenance fees (if any) are being paid; (f) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by a court others challenging the Company’s or any of competent jurisdiction its Subsidiaries’ rights in or to be invalid or unenforceable, in whole or in partany Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: claim; (ig) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope or enforceability of any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which would form a reasonable basis for any such claim; and (h) there is no pending, or to the knowledge of the Company, threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim by others that the Company Company’s or any of its subsidiaries Subsidiaries’ business as now conducted infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is and its Subsidiaries are unaware of any facts other fact which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee opposition filings or invalidation filings have been submitted which have not been finally resolved in connection with any of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employeeCompany’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of any jurisdiction where the Company owned Intellectual Property has applied for, or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officersreceived, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changepatent.

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

Intellectual Property Rights. The Company and its subsidiaries the Subsidiary own, possess or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, can acquire on reasonable terms sufficient trademarks, trade names, service namespatent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other intellectual property described and similar rights, including registrations and applications for registration thereof as are necessary or material to conduct the business as now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed Statement to be conducted by them, or presently employed by them (collectively, “"INTELLECTUAL PROPERTY RIGHTS"). The expected expiration of any of the Intellectual Property”) Property Rights owned by or licensed to the Company and the conduct of their respective businesses does not and will not infringeSubsidiary would not, misappropriate individually or otherwise conflict in any material respect with any such rights of othersthe aggregate, have a Material Adverse Effect. The Company or the Subsidiary is the exclusive owner of the entire and unencumbered right, title and interest to the Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form or the Subsidiary has a reasonable basis for any such adjudication. To valid right to use the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed Rights in the Registration Statement, ordinary course of the Time of Sale business as now conducted or proposed in the Prospectus to be conducted by the Company and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual PropertySubsidiary. There is no pending or, to the Company’s knowledgeknowledge of the Company and the Subsidiary, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s 's or the Subsidiary's rights in or to any of the Intellectual Property, Property Rights owned by or licensed to the Company and the Subsidiary. To the knowledge of the Company and the Subsidiary there is unaware no material infringement, misappropriation or other violation by third parties of any facts which would form a reasonable basis for any such of the Intellectual Property Rights owned by or licensed to the Company and the Subsidiary. To the knowledge of the Company and the Subsidiary the Intellectual Property Rights owned by or licensed to the Company and the Subsidiary are valid and enforceable. To the knowledge of the Company and the Subsidiary, there is no pending or threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability or scope of any of the Intellectual Property, Property Rights owned by or licensed to the Company and the Subsidiary. To the knowledge of the Company is unaware and the Subsidiary, the operation of the business as now conducted or proposed in the Prospectus to be conducted does not conflict with, infringe, misappropriate or otherwise violate the Intellectual Property Rights or other proprietary rights of any facts which would form a reasonable basis for any such third party. There is no pending or, to the knowledge of the Company and the Subsidiary, threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries infringes the Subsidiary infringes, misappropriates or otherwise violates, violates or would, upon the commercialization of conflicts with any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, the Company and the Company is unaware Subsidiary have not received any written notice of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the CompanyCompany and the Subsidiary, no officer, director or employee of the Company or the Subsidiary 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, agreement or any restrictive covenant to or with a former employer employer, where the basis of such violation relates to such employee’s 's employment with the Company. The duty of candor and good faith as required Company or the Subsidiary or actions undertaken by the United States Patent and Trademark Office during employee while employed with the prosecution of Company or the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respectsSubsidiary. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed Rights used by the Company or the Subsidiary in its subsidiaries their business as now conducted, or proposed in the Prospectus to be conducted, has been obtained or is being used by the Company or its subsidiary the Subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries Company, the Subsidiary, or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changepersons.

Intellectual Property Rights. The Company and its subsidiaries own, possesses, licenses, or have obtained valid and enforceable licenses forotherwise has sufficient rights to use, on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, know-how and other intellectual property described in the Registration Statement(collectively, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to be conducted, and to the Company or one or more Company’s knowledge, the conduct of its subsidiariesbusiness (the development and commercialization of the GeneRide product candidates, including LB-001, as described in the in the Registration Statement, the Time of Sale Prospectus and the Prospectus) has not infringed or misappropriated and will not infringe or misappropriate any intellectual property rights of others. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Business – Intellectual Property,” to the Company’s knowledge (i) there are no rights of third parties to any material Intellectual Property; (ii) the Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part; and (iiiii) there is no material infringement by third parties of any such Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (Ai) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (Bii) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (Ciii) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights right of othersanother, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of (i) the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and (ii) there is no U.S. patent which contains claims that dominate or may dominate any Intellectual Property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company or that interferes with the issued claims of any such Intellectual Property; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None there is no prior art of which the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed is aware that may render any U.S. patent held by the Company invalid or its subsidiaries has been obtained or is being used any U.S. patent application held by the Company or its subsidiary in violation of any contractual obligation binding on unpatentable which has not been disclosed to the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse ChangeU.S. Patent and Trademark Office.

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

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

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

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

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

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or and which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and the conduct of their respective businesses business does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of that is registered and owned by the Company or its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual PropertyProperty owned by the Company or its subsidiaries, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to licenses granted by the Company or one its subsidiaries in the ordinary course of business, and such Intellectual Property is owned by the Company or more its Affiliates free and clear of its subsidiariesall material liens, security interests, or encumbrances; and (ii) there is no material infringement infringement, misappropriation or dilution by third parties of any Intellectual Property owned by the Company or its subsidiaries; (iii) the Company is not currently infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties; and (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property, (v) the Company or its subsidiary is the owner or co-owner of the Intellectual Property that it owns and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property, (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with, and (viii) no employee of the Company or its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition 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 its subsidiaries, except in each case covered by clauses (i) through (viii) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, be reasonably expected to result in a Material Adverse Change. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual PropertyProperty that is registered and owned by the Company or any of its subsidiaries, and the Company is 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 or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, except in each case covered by clauses (A) through (C) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, be reasonably expected to result in a Material Adverse Change. The To the Company’s knowledge, the Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property material to the conduct of their businesses has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Propertyeffect. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used and material to the conduct of their businesses. The product candidates BackBeat CNT (AVIM Therapy) for hypertension and CNT-HF for heart failure described in the Registration Statement and the Prospectus as under development by the Company or its any subsidiary in violation fall within the scope of any contractual obligation binding on the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries any subsidiary. The product candidates Virtue SAB for artery disease and SirolimusEFR for local inflammation in multiple indications described in the Registration Statement and the Prospectus as under development by the Company or any of their respective officers, directors or employees or otherwise in violation subsidiary fall within the scope of the rights claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any persons that would reasonably be expected to cause a Material Adverse Changesubsidiary or are otherwise covered by trade secrets.

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

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, any Subsidiary thereof has interests in or uses only the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Intellectual Property disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for Schedule 3(p) in connection with the conduct of their respective businesses the business as currently conducted or as currently proposed to be conducted (collectivelyconducted. Except as set forth on Schedule 3(p), “the Company or any Subsidiary thereof either owns or has a valid and binding license to use each item of Intellectual Property”) and Property set forth on Schedule 3(p). No other Intellectual Property is used or necessary in the conduct of their respective businesses does not and will not infringethe business as currently conducted or as proposed to be conducted. Except as disclosed in Schedule 3(p), misappropriate (i) the Company or otherwise conflict in any material respect with any such rights of others. The Subsidiary thereof has the exclusive right to use the Intellectual Property disclosed in Schedule 3(p), (ii) all registrations with and applications to any Governmental or Regulatory Body in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any Taxes or maintenance fees or the taking of any other actions by the Company has not been adjudged by a court of competent jurisdiction or any Subsidiary thereof to be invalid maintain their validity or unenforceableeffectiveness, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (iiii) there are no third parties who have rights to restrictions on the direct or indirect transfer of any license, or any interest therein, held by the Company or any Subsidiary thereof in respect of such Intellectual Property, except for customary reversionary rights (iv) the Company or any Subsidiary thereof has delivered to AAC prior to the execution of third-party licensors this Agreement documentation with respect to any invention, process, design, computer program or other know-how or trade secret included in such Intellectual Property that Property, which documentation is disclosed accurate in all material respects and reasonably sufficient in detail and content to identify and explain such invention, process, design, computer program or other know-how or trade secret and to facilitate its full and proper use without reliance on the Registration Statementspecial knowledge or memory of any Person, the Time of Sale Prospectus and the Prospectus as licensed to (v) the Company or one or more any Subsidiary thereof has taken reasonable security measures to protect the secrecy, confidentiality and value of its subsidiaries; trade secrets in respect of the business, (vi) the Company or any Subsidiary thereof is not, nor has it received any notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any license to use such Intellectual Property and (iivii) there the Company or any Subsidiary thereof does not have any Knowledge that such Intellectual Property is no material infringement being infringed by third parties any other Person. Except as set forth on Schedule 3(p), the Company or any Subsidiary thereof has not received notice that the Company or any Subsidiary thereof is infringing any Intellectual Property of any Intellectual Property. There other Person in connection with the conduct of the business as currently conducted or as proposed to be conducted; no claim is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware Knowledge of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violatesSubsidiary thereof, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed made to such effect that has not been resolved; and, to the Knowledge of the Company or any subsidiarySubsidiary thereof, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or any Subsidiary thereof is being used by the Company or its subsidiary in violation of not infringing any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the Intellectual Property rights of any persons that would reasonably other Person in connection with the conduct of the business as currently conducted or as proposed to be expected to cause a Material Adverse Changeconducted.

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

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

Intellectual Property Rights. The Company and its subsidiaries ownown or possess, or have obtained valid and enforceable licenses forcan acquire on reasonable terms, the inventionsadequate patents, patent applicationsrights, patentslicenses, trademarks, trade names, service namesinventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property described (collectively, “Intellectual Property”) necessary to carry on the business now operated by them except as such failure to own, possess, or acquire such rights would not be reasonably expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelyProspectus, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction granted rights to be invalid develop, manufacture, produce, assemble, distribute, license, market or unenforceable, in whole or in partsell its products to any other person, and the Company is unaware of not bound by any facts which would form a reasonable basis for any such adjudicationagreement that affects the Company’s exclusive right to develop, manufacture, produce, assemble, distribute, license, market or sell its products. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company 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, 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. The duty of candor and good faith as required Company or actions undertaken by the United States Patent and Trademark Office during employee while employed with the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse ChangeCompany.

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

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

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, for the inventions, technology, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) ), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) , there are no third parties who have rights to any Intellectual Property, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed Prospectus, and, to the Company or one or more of its subsidiaries; and (ii) Company’s knowledge, there is no material infringement by third parties of any Intellectual Property. There Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus and Prospectus, there is no pending or, or to the Company’s knowledge, knowledge threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, Property and the Company is 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 or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and each of the Company and its subsidiaries is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryof its subsidiaries, and all such agreements are in full force and effect in each case in all material respectseffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employeesemployees and independent contractors, and to the knowledge of the Company’s knowledge, no employee or independent contractor of the Company is in or has been in violation of any term of any employment contractor independent contractor agreement, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer or counterparty where the basis of such violation relates to such employee’s employment employment, or such independent contractor’s engagement, with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respectswith. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary subsidiaries in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons persons, including with respect to software or other materials distributed under an “open source” or similar licensing model that would reasonably be expected to cause a Material Adverse Changemeets the definition of “open source” promulgated by the Open Source Initiative located online at hxxx://xxxxxxxxxx.xxx/xxx (e.g., GNU General Public License, GNU Lesser General Public License, and GNU Affero General Public License).

Intellectual Property Rights. The Company and its subsidiaries ownowns, free and clear of all liens, encumbrances and defects, or have has obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property all Intellectual Property (i) described in the Registration Statement, the Time of Sale Prospectus and the Prospectus SEC Reports as being owned or licensed by them it or (ii) which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceableconducted, in whole or each case as such business is described in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationSEC Reports. To the Company’s knowledge: (i) there are no third parties (including any present or former employees or contractors of the Company or any of its respective subsidiaries) who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect licensors, and the conduct of the Company’s or any of its subsidiaries businesses as currently conducted or as currently proposed to be conducted (as such business is described in the SEC Reports) does not infringe, misappropriate or otherwise violate the Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesany third party; and (ii) there is no material infringement infringement, misappropriation or other violation by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus SEC Reports as under development, infringe infringe, misappropriate or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary Intellectual Property rights of others, and the Company is unaware not aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have has complied in all material respects with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryof its subsidiaries, and all such agreements are in full force and effect effect. The products or product candidates described in the SEC Reports (each case in all material respects. To a “Company Product”) as under development by the Company’s knowledge, there are no material defects in Company or any of its subsidiaries fall within the scope of the claims of one or more patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protectowned by, maintain and safeguard their Intellectual Propertyor exclusively licensed to, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officerssubsidiaries, directors or employees or otherwise in violation of the rights of the Company or any persons of its subsidiaries under which entitle (or in the case of patent applications, once issued, would entitle) the Company or any of its subsidiaries to claim in good faith that would reasonably be expected a third party should cease the manufacture, use, sale or importation of such Company Product. The Company has taken commercially reasonable efforts to cause a Material Adverse Changeprotect, enforce and maintain the material Intellectual Property. All present or former employees, consultants or independent contractors involved the development of any material Intellectual Property have executed written agreements under which he, she or it assigns all rights to such Intellectual Property to the Company or any of its subsidiaries and agrees to protect the Company’s and its subsidiaries’ trade secrets and other confidential information.

Intellectual Property Rights. The To the Company’s knowledge, the Company and its subsidiaries ownhas, or have obtained valid and enforceable licenses forcan acquire on reasonable terms, ownership of and/or license to, or otherwise has the right to use, all inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), patents and patent applications, patents, rights trademarks, service marks and trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, collectively “Intellectual Property”) and material to carrying on its businesses as described in the conduct Pricing Prospectus. The Company has not received any correspondence relating to any Intellectual Property, including notice of: (A) infringement or misappropriation of, or conflict with, any Intellectual Property of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such a third party; (B) asserted rights of others. The others with respect to any Intellectual Property of the Company; (C) assertions that any Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be is invalid or unenforceableotherwise inadequate to protect the interest of the Company, that in whole each case (if the subject of any unfavorable decision, ruling or finding), individually or in partthe aggregate, and the Company is unaware of any facts which would form have or would reasonably be expected to have a reasonable basis for any such adjudicationMaterial Adverse Change. To the Company’s knowledge: (i) there There are no third parties who have been able to establish any material rights to any Intellectual Property, except for customary reversionary the retained rights of third-party the owners or licensors with respect to of any Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual PropertyCompany. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the validity, enforceability or scope of any Intellectual Property of the Company in any material respect or (B) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of Property in any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; material respect or (C) asserting that the Company or any of its subsidiaries infringes materially infringes, misappropriates or otherwise violates, violates or would, upon conflicts with any Intellectual Property or other proprietary rights of others. The Company has complied in all material respects with the commercialization terms of any product or service each agreement described in the Registration Statement, the Time of Sale Pricing Disclosure Package or Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which any Intellectual Property has been is licensed to the Company or any subsidiaryCompany, and all such agreements related to products currently made or sold by the Company, or to product candidates currently under development, are in full force and effect effect. All patents issued in each case the name of, or assigned to, the Company, and all patent applications made by or on behalf of the Company (collectively, the “Company Patents”) have been duly and properly filed, except for such failures to file as would reasonably be expected to result in all a Material Adverse Change. The Company is not aware of any material respectsinformation that was required to be disclosed to the United States Patent and Trademark Office (the “USPTO”) but that was not disclosed to the USPTO with respect to any issued Company Patent, or that is required to be disclosed and has not yet been disclosed in any pending application in the Company Patents and that would preclude the grant of a patent on such application. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in Company is the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee sole owner of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse ChangePatents.

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

Intellectual Property Rights. The Company and its subsidiaries ownown or possess, or have obtained valid and can acquire on commercially reasonable terms, legally enforceable licenses forrights to use all trademarks, the inventions, patent applications, patents, trademarksservice marks, trade names, service domain names, copyrights, patents, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), computer software, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus rights ("INTELLECTUAL PROPERTY") as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted described in the Prospectus, except where failure to own, possess or acquire such rights would not have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as currently proposed a whole. Except as described in the Registration Statement and Prospectus, (i) to be conducted (collectivelythe knowledge of the Company, “there is no infringement, misappropriation or violation by third parties of any such Intellectual Property”; (ii) and there is no pending or, to the conduct knowledge of their respective businesses does not and will not infringethe Company, misappropriate threatened action, suit, proceeding or otherwise conflict claim by others challenging the Company's or any of its subsidiaries' rights in any material respect with or to any such rights of others. The Intellectual Property; (iii) the Intellectual Property owned by the Company and its subsidiaries and to the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement pending or threatened action, suit, proceeding or claim by third parties others challenging the validity or scope of any such Intellectual Property. There ; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and others against the Company is unaware or any of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting its subsidiaries that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, and neither the Company is unaware nor any of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms has received any written notice of each agreement in all material respects pursuant to which Intellectual Property has been licensed such claim; and (v) to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s 's knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company or any of its subsidiaries is in the subject of any claim or has been in proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s 's employment with the Company or any of the Company. The duty of candor and good faith as required 's subsidiaries or actions undertaken by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied employee while employed with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained any of the Company's subsidiaries, except, in each case, for any instances which would not have, individually or is being used by in the Company or its subsidiary in violation of any contractual obligation binding aggregate, a material adverse effect on the Company or and its subsidiaries or any of their respective officerssubsidiaries, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause taken as a Material Adverse Changewhole.

Intellectual Property Rights. The Company and its subsidiaries ownSubsidiaries own or possess, or have obtained valid and enforceable licenses forcan acquire on reasonable terms, the adequate patents, patent rights, licenses, approvals, inventions, patent applicationscopyrights, patentsdomain names, technology, trade secrets, know-how (including unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, trade names, service names, copyrightsmarks, trade secrets and names or other intellectual property described in the Registration Statementand similar rights, the Time of Sale Prospectus including registrations and the Prospectus as being owned or licensed by them or which are necessary applications for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted registration thereof (collectively, “Intellectual PropertyProperty Rights”) and necessary or material to the conduct of their respective businesses does not the business now conducted or proposed in the Registration Statement and will not infringethe Prospectus to be conducted by them, misappropriate and the failure to own, possess or otherwise conflict in any material respect with acquire such Intellectual Property Rights and the expected expiration of any such rights of others. The Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, none of the patents and patent applications owned or licensed by the Company has not been adjudged by a court of competent jurisdiction to be or its Subsidiaries is invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) , none of the Intellectual Property Rights owned or licensed by the Company or its Subsidiaries, other than patents and patent applications, are invalid or unenforceable, in whole or in part. To the knowledge of the Company, there are no third parties who unreleased liens or security interests which have rights to been filed against any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is Rights owned or licensed by the Company. Except as disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as Prospectus, (i) the Company is not obligated to pay a material royalty, grant a license or provide other material consideration to any third party in connection with the Intellectual Property Rights owned by or licensed to the Company; (ii) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by or licensed to the Company or one or more its Subsidiaries, in any field of its subsidiariesuse, other than the respective licensor to the Company of such Intellectual Property Rights; and (iiiii) to the Company’s knowledge, there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Subsidiaries of any third party Intellectual Property Rights or third parties of any of the Intellectual Property. There Property Rights of the Company or its Subsidiaries; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: others against the Company or its Subsidiaries or, to the Company’s knowledge against any person or entity, (Aa) challenging the Company’s or any of its Subsidiaries’ rights in or to to, or the violation of any of the terms of, any of their Intellectual Property Rights; (b) challenging the validity, enforceability or scope of any such Intellectual Property Rights; or (c) that alleges the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual PropertyProperty Rights or other proprietary rights of others, and and, in each case, the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (Bv) challenging none of the validity, enforceability Intellectual Property Rights owned by or scope licensed to the Company or its Subsidiaries in their businesses has been obtained or is being used by the Company or its Subsidiaries in violation of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that contractual obligation binding on the Company or any of its subsidiaries infringes or otherwise violates, or would, upon Subsidiaries in violation of the commercialization rights of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, persons; and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant (vi) to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee or consultant of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment or consulting contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer or consultant where the basis of such violation relates to such employee’s employment with or such consultant’s services to the Company or any of its Subsidiaries or actions undertaken by the employee or consultant while employed with or providing services to the Company or any of its Subsidiaries. To the knowledge of the Company and as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (1) neither the commercial development nor the sale of any of the proposed products or processes of the Company, as described in the Registration Statement and the Prospectus, infringes, misappropriates or otherwise violates, or would, upon the commercialization of such proposed products or processes, infringe, misappropriate or otherwise violate, any Intellectual Property Rights of any third party; and (2) each current and former employee and consultant of the Company (a) has executed an inventions assignment and confidentiality agreement with the Company, on or about the respective date of hire, and signed copies of such agreements have been made available to the Agent and its counsel; and (b) has signed or agreed to assign to the Company any and all Intellectual Property Rights he or she may possess or may have possessed that are related to the Company’s business, as currently conducted and as proposed to be conducted, as described in the Registration Statement and the Prospectus. The All patents and patent applications owned by or licensed to the Company or under which the Company has rights have, to the knowledge of the Company, been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and good faith as required by disclosure to the United States U.S. Patent and Trademark Office during (the prosecution of the United States patents “USPTO”) and patent applications included any similar office or agency in the Intellectual Property have been complied withworld in connection with such applications; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation not aware of any contractual obligation binding on facts required to be disclosed to the Company USPTO or its subsidiaries similar office or agency that were not disclosed and which would preclude the grant of a patent in connection with any such application or could form the basis of their respective officers, directors or employees or otherwise in violation a finding of the rights of invalidity with respect to any persons patents that would reasonably be expected have issued with respect to cause a Material Adverse Changesuch applications.

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

Intellectual Property Rights. The Company and its subsidiaries the Subsidiaries own, possess or have obtained valid and enforceable licenses forcan acquire on reasonable terms sufficient trademarks, the inventions, patent applications, patents, trademarksservice marks, trade names, service namespatents, copyrights, and any registrations and applications for any of the foregoing, domain names, licenses, approvals, trade secrets secrets, know-how, inventions, technology and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted similar rights (collectively, “Intellectual PropertyProperty Rights”) and the reasonably necessary to conduct of their respective businesses does not and will not infringeas now conducted as set forth in the Prospectus (including the commercialization of products or services described therein), misappropriate except where the failure to own, possess or otherwise conflict in any material respect with any acquire such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceablewould not, in whole individually or in partthe aggregate, and the Company is unaware of any facts which would form result in a reasonable basis for any such adjudicationMaterial Adverse Change. To the Company’s knowledge: (i) there There are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual PropertyProperty Rights owned by the Company or any Subsidiary, except for customary reversionary for, and to the extent of, the ownership rights of third-party licensors with respect to the owners of the Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and Rights which the Prospectus as discloses are licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual PropertyCompany. There is are no pending actions, suits, claims or proceedings that have been asserted or, to the Company’s knowledge, threatened action, suit, proceeding against the Company or claim by others: (A) any Subsidiary challenging the Company’s or any Subsidiary’s rights in or to any Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding claim or claim; (B) proceeding. There are no pending or, to the Company’s knowledge, threatened actions, suits, claims, or proceedings challenging the validity, enforceability or scope of any Intellectual PropertyProperty Rights owned by the Company or any Subsidiary, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding claim or claim; proceeding. There are no pending or, to the Company’s knowledge, threatened actions, suits, claims or (C) asserting proceedings that the Company or any of its subsidiaries Subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights Intellectual Property Rights of others, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding claim or claimproceeding. The Company and its subsidiaries the Subsidiaries have complied in all material respects with the terms of each agreement in all material respects pursuant to which Intellectual Property has Rights have been licensed to the Company or any subsidiarySubsidiary under valid and enforceable license agreements, and all such agreements are in full force and effect in each case in all material respectseffect. To the Company’s knowledge, there are is no material defects in patent or patent application that contains claims that interfere with the issued or pending claims of any of the patents Intellectual Property Rights owned by the Company or patent applications included in any Subsidiary or that challenges the validity, enforceability or scope of any of the Intellectual PropertyProperty Rights owned by the Company or any Subsidiary. To the Company’s knowledge, there is no prior art that may render any patent application filed by the Company or a Subsidiary within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office (the “PTO”). The Company and its subsidiaries the Subsidiaries have taken reasonable steps duly and properly filed or caused to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment be filed with the Company. The duty of candor PTO or foreign and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and international patent authorities all patent applications included disclosed in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company Prospectus as owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse ChangeSubsidiaries.

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

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the all inventions, patent applications, patents, trademarks, trade names, service marks, service names, copyrights, trade secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelyconducted, “Intellectual Property”) and to the Company’s knowledge the conduct of their respective businesses does not and will not infringe, misappropriate misappropriate, dilute or otherwise conflict violate in any material respect with any such Intellectual Property rights of others. The Intellectual Property of the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual PropertyProperty of the Company and its subsidiaries, except for customary reversionary rights of third-party licensors with respect to Intellectual Property of the Company and its subsidiaries that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement infringement, misappropriation, dilution or other violation by third parties of any Intellectual PropertyProperty of the Company and its subsidiaries. There With the exception of the USPTO’s review of pending applications for patents, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any of their Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual PropertyProperty of the Company and its subsidiaries, and the Company is 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 infringes, misappropriates, dilutes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate, dilute or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary Intellectual Property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The To the Company’s knowledge, the Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which any Intellectual Property has been licensed to the Company or any subsidiaryof its subsidiaries, and to the Company’s knowledge, all such agreements are in full force and effect in each case in all material respectseffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual PropertyProperty of the Company and its subsidiaries. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The he duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and to the Company’s knowledge, in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respectswith. None To the Company’s knowledge, none of the Company owned Intellectual Property owned by the Company or its subsidiaries or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries. The Company and its subsidiaries have used and distributed all software and other materials distributed under a “free,” “open source” or similar licensing model (“Open Source Materials”) in compliance in all material respects with all license terms applicable to such Open Source Materials and neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required the Company or any of its subsidiaries to (A) permit a third party to reverse-engineer, (B) disclose or distribute to third parties in source code form, or (C) license to third parties for the purpose of making derivative works at no charge, any products or services owned by the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries and material to their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changebusiness.

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

Intellectual Property Rights. The Company and each of its subsidiaries owns, possesses, or has valid and enforceable rights to use, license, and exploit all Intellectual Property used in, necessary or advisable for the conduct of the Company’s and its subsidiaries’ business as currently conducted, except for a failure to own, possess or have such rights that would not reasonably be expected to result in a Material Adverse Effect. Except in connection with loans from local or regional government agencies, namely, Xxxxxxx County Area Development, Xxxxxx County Industrial Development Agency, Southern Tier Region Economic Development Corporation, there are no unreleased liens or security interests which have been filed, or which the Company has received notice of, against any of the Intellectual Property owned by the Company. All Intellectual Property owned by the Company or its subsidiaries, and all contracts pursuant to which the Company or its subsidiaries license Intellectual Property, are valid and enforceable, and the Company and its subsidiaries ownare in full compliance with all such contracts except as would not reasonably be expected to result in a Material Adverse Effect. Furthermore, except as has not been and would not reasonably be expected to result in a Material Adverse Effect, to the Company’s knowledge, (A) there has been no infringement, misappropriation or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time violation by third parties of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company or its subsidiaries; (B) there has been no action pending or threatened in writing (or to the Company’s knowledge, threatened orally) by others challenging the Company’s or any of its subsidiaries’ ownership of or any rights in or to any such Intellectual Property; (C) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries, has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: there has been no action pending or threatened in writing (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim orally) by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) others challenging the validity, enforceability or scope of any such Intellectual Property; (D) there has been no action pending or threatened in writing (or to the Company’s knowledge, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (Cthreatened orally) asserting by others that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, and neither the Company is unaware nor any of its subsidiaries has received any facts which would form a reasonable basis for any written notice of such action, suit, proceeding or claim. The Company ; and its subsidiaries have complied with the terms of each agreement in all material respects pursuant (E) to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or any of its subsidiaries has been in violation of violated any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employees employment with the CompanyCompany or any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution rights of the United States Company and each of its subsidiaries in their Intellectual Property are valid, subsisting and enforceable, except as would not reasonably be expected to be material to the business of the Company and its subsidiaries, taken as a whole. The Company and each of its subsidiaries has taken reasonable steps to maintain their Intellectual Property and to protect and preserve the confidentiality of all of their trade secrets. To the Company’s knowledge, there has not been any disclosure or access to any trade secrets of the Company and each of its subsidiaries by any unauthorized person. The Company and each of its subsidiaries have taken and continue to take commercially reasonable measures, at least consistent with prevailing industry practice, to ensure that all personal information in their possession, custody or control is protected against loss and against unauthorized, access, use, modification, disclosure or other misuse. “Intellectual Property” shall mean any and all rights title and interest in, arising out of, or associated with any intellectual or intangible property, whether protected, created or arising in any jurisdiction throughout the world, including the following: (a) issued patents and patent applications included in (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the Intellectual Property have been complied withforegoing, and other Governmental Authority issued indicia of invention ownership (including certificates of invention, xxxxx patents, and patent utility models) (“Patents”); (b) trademarks, service marks, brands, certification marks, logos, trade dress, slogans, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing (“Trademarks”); (c) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing (“Copyrights”); (d) internet domain names and social media account or user names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations, applications for registration, and renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (“Trade Secrets”); (h) computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof; (i) rights of publicity; and in (j) all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property other intellectual or technology (including information technology industrial property and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changeproprietary rights.

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

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

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

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication). To the Company’s knowledge: (i) the Registration Statement and the Prospectus accurately, in all material respects, sets forth third party ownership and other interests (including, e.g., co-exclusive license rights) in the Intellectual Property; there are no material third parties who have party rights to in any Intellectual Property, except for Property that are not identified in the Registration Statement and the Prospectus other than customary reversionary reversion rights of third-third party licensors licensors, customary, limited licenses to the Company’s service providers and academic and other collaborators, and customary rights with respect to Intellectual Property that is disclosed in the Registration Statementprosecution, the Time of Sale Prospectus maintenance and the Prospectus as licensed enforcement with respect to the Company or one or more of its subsidiariesthird party licensees; and (ii) to the Company’s knowledge, there is no material infringement by third parties of any Intellectual Property. There Except as otherwise disclosed in the Registration Statement and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s ownership of, or rights in or to to, any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon through pursuing the commercialization of any product or service discovery and development programs described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe or violate, any valid patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Change.10

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (with respect to the commercialization of the product candidates described in the Registration Statement and the Prospectus, except where the failure to own or license such rights would not, individually or in the aggregate, have a Material Adverse Effect) (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others). The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there There are no third parties who have rights to any Intellectual Property, except for: (i) the exclusive license granted to Jxxxxxx Biotech. Inc., a subsidiary of Jxxxxxx & Jxxxxxx (pursuant to Option and License Agreement dated December 17, 2013, as amended); (ii) certain rights retained by Children’s Medical Center Corporation (CMCC), including rights to practice and use the co-owned patent rights for research, educational, clinical and charitable purposes; (iii) the exclusive option to exclusively license certain Intellectual Property pursuant to the Master Collaboration Agreement with Gilead Sciences, Inc. dated December 19, 2018; (iv) Adimab, LLC pursuant to the Amended and Restated Collaboration Agreement, dated March 12, 2019; and (v) any customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) and, to the Company’s knowledge, there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respectseffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included The product candidates described in the Intellectual Property. The Company Registration Statement and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith Prospectus as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed under development by the Company or its subsidiaries has been obtained any subsidiary fall within the scope of the claims of one or is being used by more patents or pending patent applications owned by, or exclusively licensed to, the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changesubsidiary.

Intellectual Property Rights. The Except as set forth in the Disclosure Package and the Prospectus, to the knowledge of the Company, the Company and or its subsidiaries own, own or have obtained possess a valid and enforceable licenses for, the inventions, patent applications, right to use all patents, trademarkstrademarks (including service marks, trade names, service internet domain names, copyrightsand other designations of source or origin, together with the goodwill associated with any of the foregoing) copyrights (including copyrights in software), patentable inventions, trade secrets secrets, know-how (including proprietary or confidential information), Internet domain names, applications (including provisional applications), registrations, or renewals for any of the foregoing, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, the “Intellectual Property”) used by the Company or its subsidiaries in, and material to, the conduct of their respective businesses does not the Company’s or its subsidiaries’ business as now conducted or as proposed in the Disclosure Package and will not infringethe Prospectus to be conducted. Except as set forth in the Disclosure Package and the Prospectus, misappropriate and except in the case of clauses (i), (ii) and (v) as would not, individually or in the aggregate, have a Material Adverse Effect, (i) to the knowledge of the Company, there is no infringement by third parties of any of the Intellectual Property owned by the Company or its subsidiaries; (ii) there are no material legal or governmental actions, suits, proceedings or claims pending or, to the knowledge of the Company, threatened against the Company (A) challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property, (B) challenging the validity, enforceability, or scope of any Intellectual Property owned by the Company or its subsidiaries, or (C) alleging that the operation of the Company’s or its subsidiaries’ business as now conducted infringes or otherwise conflict in violates any material respect with any such patent, trademark, copyright, trade secret or other proprietary rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partthird party, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: claim; (iiii) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to all Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as owned by or exclusively licensed to the Company or one or more any of its subsidiariessubsidiaries (such Intellectual Property, the “Company Intellectual Property”) is valid, subsisting and enforceable; (iv) each employee or contractor of the Company or any of its subsidiaries who developed, for or on behalf of the Company, any Intellectual Property used by the Company or its Subsidiaries in, and material to, the conduct of the Company’s or its Subsidiaries business as now conducted or as proposed in the Disclosure Package and the Prospectus to be conducted has executed a valid agreement containing an enforceable assignment to the Company or any of its subsidiaries of such person’s rights in and to such Intellectual Property; and (iiv) there is no the Company and its subsidiaries have taken all commercially reasonable steps necessary to maintain and protect the confidentiality of the material infringement by third parties trade secrets and other material confidential Intellectual Property used in connection with the businesses of any Intellectual Property. There is no pending orthe Company and its subsidiaries and, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, confidentiality of such material trade secrets and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which confidential Intellectual Property has not been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changecompromised.

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

Intellectual Property Rights. The Company and its subsidiaries own, co-own, or have obtained or can acquire on commercially reasonable terms valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted in the Registration Statement and the Prospectus (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication). To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more any of its subsidiariessubsidiaries and other than rights that may be granted to the U.S. government pursuant to applicable law, and the Company and its subsidiaries have taken all reasonable steps necessary to secure their respective interests in the Intellectual Property from their respective employees and contractors; and (ii) there is no material infringement by third parties of any Intellectual Property; (iii) neither the Company nor any of its subsidiaries is infringing the intellectual property rights of third parties in any material respect; (iv) each of the Company and its subsidiaries is the sole owner or co-owner of the Intellectual Property owned by it and has the valid right to use such Intellectual Property; and (v) no employee of the Company or any of its subsidiaries is in or has been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or such subsidiary. There Except as described in the Registration Statement and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (Ax) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (By) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (Cz) asserting that either the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or Statement and the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any such subsidiary, and all such agreements are in full force and effect effect. The clinical product candidates and other material product candidates described in each case in all material respects. To the Company’s knowledge, there are no material defects in any Registration Statement and the Prospectus as under development by the Company fall within the scope of the claims of one or more patents or patent applications included owned or co-owned by, or exclusively licensed to, the Company or any of its subsidiaries. Except as described in the Intellectual Property. The Registration Statement and the Prospectus, all patents and patent applications owned by or exclusively licensed to the Company and or its subsidiaries have taken reasonable steps to protector under which the Company or any of its subsidiaries has rights have, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee been duly and properly filed and maintained. To the knowledge of the Company is in or has been in violation of any term of any employment contractCompany, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or the parties prosecuting such applications have complied with a former employer where the basis of such violation relates to such employee’s employment with the Company. The their duty of candor and good faith as required by disclosure to the United States U.S. Patent and Trademark Office during (the prosecution of the United States patents “USPTO”) in connection with such applications, and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation not aware of any contractual obligation binding on facts required to be disclosed to the Company USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause form the basis of a Material Adverse Changefinding of invalidity with respect to any patents that have been issued with respect to such applications.

Intellectual Property Rights. (i) The Company and its subsidiaries own, Subsidiaries own or have obtained a valid and enforceable licenses for, the inventions, patent applications, license to all patents, trademarks, trade names, service namesinventions, copyrights, know how (including trade secrets and other intellectual property described in the Registration Statementunpatented and/or unpatentable proprietary or confidential information, the Time of Sale Prospectus systems or procedures), trademarks, service marks and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted trade names (collectively, “Intellectual PropertyProperty Rights”) and used in or reasonably necessary to the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The businesses; (ii) the Intellectual Property of Rights owned by the Company has not been adjudged by a court of competent jurisdiction and its Subsidiaries and, to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual PropertyKnowledge, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as Rights licensed to the Company or one or more of and its subsidiaries; Subsidiaries, are valid, subsisting and (ii) enforceable, and there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) others challenging the validity, scope or enforceability or scope of any such Intellectual Property, and Property Rights; (iii) neither the Company is unaware nor any of its Subsidiaries has received any facts which notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would form have a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that Material Adverse Effect on the Company and its Subsidiaries; (iv) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company; (v) neither the Company nor any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or wouldhas infringed, upon the commercialization of misappropriated or otherwise violated, any product Intellectual Property Rights; (vi) all employees or service described contractors engaged in the Registration Statement, the Time development of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights Intellectual Property Rights on behalf of others, and the Company is unaware or any Subsidiary of any facts which would form a reasonable basis for any the Company have executed an invention assignment agreement whereby such actionemployees or contractors presently assign all of their right, suit, proceeding or claim. The Company title and its subsidiaries have complied with the terms of each agreement interest in all material respects pursuant and to which such Intellectual Property has been licensed Rights to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employeesapplicable Subsidiary, and to the knowledge of the Company, ’s Knowledge no employee of such agreement has been breached or violated; and (vii) the Company is in or has been in violation of any term of any employment contractand its Subsidiaries use, patent disclosure agreementand have used, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant commercially reasonable efforts to or with appropriately maintain all information intended to be maintained as a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changetrade secret.

Intellectual Property Rights. The Company patents, trademarks and trade names, trademark and trade name registrations, service mark, xxand mark xxx brand name registrations, copyrights, inventions, know-how, trade secrets, proprietary processes and information, software source and object code, the applications therefor and the licenses with respect thereto (collectively, "Intellectual Property Rights") currently owned by, or licensed to, Parent and its subsidiaries ownhereto constitute all material proprietary rights owned or held by Parent or its subsidiaries that are necessary to the conduct of Parent's business as currently conducted. Except as set forth in the Parent SEC Filings, Parent and its subsidiaries conduct their business without any known infringement or have obtained valid claim of infringement of any Intellectual Property Right of others; (ii) to the knowledge of Parent, no person is challenging, infringing, misappropriating or otherwise violating any such Intellectual Property Rights or claiming that the conduct by Parent of its business, infringes, misappropriates or otherwise violates the Intellectual Property Rights of any third party; (iii) none of the Intellectual Property Rights currently used by Parent is the subject of any outstanding order, ruling, decree, judgment or stipulation specifically binding on Parent; (v) to the knowledge of Parent, none of the activities of any employee of Parent or its subsidiaries on behalf thereof violates any obligations of such employee to third parties, including, without limitation, confidentiality or noncompetition obligations under agreements with a former employer; (vi) Parent is not aware of any unauthorized use by a third party of any computer software programs or applications that Parent considers to be a trade secret belonging to the Company; (vii) Parent has taken and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, is taking reasonable precautions to protect all material trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus confidential information relating to its proprietary computer software programs and the Prospectus as being owned applications or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withRights that are material to the conduct of its business; and in all foreign offices having similar requirements(viii) the execution, all such requirements have been complied with in each case in all material respects. None delivery, and performance of this Agreement and the consummation of the Company owned Merger will not constitute a breach or default of any Intellectual Property or technology (including information technology and outsourced arrangements) employed by Rights that are material to the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation conduct of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse ChangeParent's business.

Intellectual Property Rights. The Company and each of its subsidiaries own, own or have obtained valid valid, binding and enforceable licenses for, or other rights under the inventions, patents and patent applications, patentscopyrights, trademarks, trademark registrations, service marks, service mark registrations, trade names, service names, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property (collectively, “Intellectual Property”) that is necessary for, or material to the conduct of, or, to the knowledge of the Company, the proposed conduct of, the business of the Company and its subsidiaries with respect to the product candidates and platform in the manner described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, the “Company Intellectual Property”). The Company Intellectual Property is subsisting, and to the knowledge of the Company, valid and enforceable (other than pending applications for registration) and free of material defects in connection with the filing and prosecution thereof. The Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries (the “Owned Company Intellectual Property”) and and, to the conduct knowledge of their respective businesses does not and will not infringethe Company, misappropriate or otherwise conflict in any material respect with any such rights of others. The the Company Intellectual Property of that is in-licensed or sublicensed by the Company (the “Licensed Company IP”), has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such adjudication. To the knowledge of the Company’s knowledge: , the Company and each of its subsidiaries have complied with all material obligations under each material agreement pursuant to which Licensed Company IP has been licensed to the Company or such subsidiary, and all such agreements are in full force and effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries are not obligated to pay a material royalty, grant an exclusive license or provide other material consideration to any third party in connection with the Company Intellectual Property. There is no pending or, to the knowledge of the Company, threatened (in writing) action, suit, proceeding or claim by a third party (i) there are no third parties who have challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual Property, except for customary reversionary rights of third-party licensors including with respect to ownership and inventorship; (ii) challenging the validity, enforceability or scope of any Company Intellectual Property Property; or (iii) asserting that is disclosed the Company or any of its subsidiaries have infringed, misappropriated or otherwise violated, or would, upon the commercialization of any products or processes described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to under development, infringe, misappropriate or otherwise violate any Intellectual Property rights of a third party; and, in each case (i)–(iii), the Company or one or more and each of its subsidiaries; and subsidiaries have not received any written notice alleging any such claim or conflict. To the knowledge of the Company, (ii1) there is no material infringement by third parties neither the commercial development nor the sale of any Intellectual Property. There is no pending or, to of the Company’s knowledge, threatened action, suit, proceeding products or claim by others: (A) challenging the Company’s rights in processes or to any Intellectual Property, and the Company is unaware proposed products or processes of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus infringes, misappropriates or otherwise violates, or would, upon the commercialization of such products or processes or proposed products or processes, infringe, misappropriate or otherwise violate, any product Intellectual Property rights of any third party; (2) no third party has any ownership right in or service to any Owned Company Intellectual Property, other than any co-owner of a patent or patent application within the Company Intellectual Property as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) as co-owner of such patent or named in such patent application; (3) except as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under developmentProspectus, infringe no government funding, facilities or violateresources of a university, college, other educational institution or research center was used in the development of any patentOwned Company Intellectual Property that would confer any governmental agency or body, trademarkuniversity, trade namecollege, service nameother educational institution or research center any claim or right of ownership to any such Intellectual Property; and (4) each current and former employee and consultant of the Company or its subsidiaries who has participated in the generation, copyrightinvention or development of any Owned Company Intellectual Property (X) has executed an invention assignment and confidentiality agreement with the Company or its subsidiaries, trade secret on or other proprietary rights about the respective date of othershire, in substantially the form made available to the Underwriter and its counsel, and (Y) has presently assigned to the Company is unaware or its subsidiaries any and all Intellectual Property rights he or she may possess or may have possessed in and to such Owned Company Intellectual Property, except in the cases of any facts which clauses (1)-(4), as would form not, individually or in the aggregate, reasonably be expected to result in a reasonable basis for any such action, suit, proceeding or claimMaterial Adverse Change. The Company and its subsidiaries have complied with the terms each of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all commercially reasonable and customary steps to protect, maintain and safeguard their the Owned Company Intellectual Property, including by implementation of industry-standard physical and cyber security measures and the execution of appropriate nondisclosureappropriate, industry-standard employment contracts, patent disclosure agreements, non-competition agreements, non-solicitation agreements, nondisclosure agreements, and confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company or its subsidiaries who has participated in the generation, invention or development of any Owned Company Intellectual Property is in or has been in violation of any material term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, such agreements or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries. All patents and patent applications within the Owned Company Intellectual Property, and to the knowledge of the Company. The , all patents and patent applications within the Licensed Company IP, have been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and good faith disclosure to the USPTO in connection with such applications; and the Company is not aware of any material prior art, public or commercial activity or other material facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The Company expects the products and processes described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as required under development by the United States Patent Company and Trademark Office during its subsidiaries to fall within the prosecution scope of the United States claims of one or more patents and or patent applications included in the Company Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse ChangeProperty.

Intellectual Property Rights. The Company and its subsidiaries the Material Subsidiary own, possess, license or have obtained valid other rights to use all foreign and enforceable licenses for, the inventionsdomestic patents, patent applications, patentstrade and service marks, trademarkstrade and service mark registrations, trade names, service copyrights, licenses, inventions, trade secrets, technology, Internet domain names, copyrights, trade secrets know-how and other intellectual property described in the Registration Statement(collectively, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are “Intellectual Property”), necessary for the conduct of their respective businesses as currently now conducted except to the extent that the failure to own, possess, license or as currently proposed otherwise hold adequate rights to be conducted use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. (collectivelyi) There are no rights of third parties to any such Intellectual Property owned by the Company and the Material Subsidiary; (ii) to the Company’s knowledge, “there is no infringement by third parties of any such Intellectual Property”; (iii) there is no pending or, to the Company’s - 26 - Underwriting Agreement knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and the conduct of their respective businesses does not and will not infringe, misappropriate Material Subsidiary’s rights in or otherwise conflict in any material respect with to any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partProperty, and the Company is unaware of any facts which would could form a reasonable basis for any such adjudication. To the Company’s knowledge: action, suit, proceeding or claim; (iiv) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: others challenging the validity or scope of any such Intellectual Property; (Av) challenging there is no pending or, to the Company’s rights in or to any Intellectual Propertyknowledge, and the Company is unaware of any facts which would form a reasonable basis for any such threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries infringes and the Material Subsidiary infringe or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, violate any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described, included or incorporated by reference in the Offering Documents, as being owned by or licensed to the Company; and (vii) the Company and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries Material Subsidiary have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiarythe Material Subsidiary, and all such agreements are in full force and effect effect, except, in each the case in all material respects. To the Company’s knowledge, there are no material defects in of any of the patents clauses (i)-(vii) above, for any such infringement by third parties or patent applications included any such pending or threatened suit, action, proceeding or claim as would not, individually or in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protectaggregate, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is result 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. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse ChangeEffect.

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

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses forpossess sufficient rights to use, all trademarks, service marks, trade names (including all goodwill associated with the inventionsforegoing), patent applications, patents, trademarks, trade names, service namesrights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) used in, or necessary for the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by the Company or its subsidiaries. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned or purported to be owned by the Company or its subsidiaries, (ii) there is no infringement, misappropriation, breach, default or other violation, or the 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, (iii) none of 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 contractual obligation binding on the Company or any of its subsidiaries or in violation of any rights of any third party, (iv) the Company and its 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, (v) the Company is not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Company Intellectual Property, and (vi) to the Company’s knowledge, all Intellectual Property 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 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, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelyProspectus, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate would materially infringe or otherwise conflict in any material respect with any such rights of others. The violate the Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware Rights of any facts which would form a reasonable basis for any such adjudicationthird party. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) Prospectus, there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others: any third party (A) challenging the Company’s or any of its Subsidiaries’ rights in or to to, or alleging the violation of any of the terms of, any of their Intellectual Property Rights, (B) challenging the validity, enforceability or scope of any Intellectual PropertyProperty Rights owned by or exclusively licensed to the Company or any of its subsidiaries, or (C) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property Rights of any third party, and in the case of each of (A), (B) and (C) above, the Company is unaware of any facts fact which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Change.

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

Intellectual Property Rights. The Company and its subsidiaries ownown or possess, or have obtained valid and can acquire on commercially reasonable terms, legally enforceable licenses forrights to use all trademarks, the inventions, patent applications, patents, trademarksservice marks, trade names, service domain names, copyrights, patents, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and other intellectual property rights ("Intellectual Property") as are necessary for the conduct of their respective businesses as described in the Time of Sale Disclosure Package and the Prospectus. Except as described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as being owned Prospectus, (a) to the knowledge of the Company, there is no infringement, misappropriation or licensed violation by them or which are necessary for the conduct third parties of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “any such Intellectual Property”; (b) and there is no pending or, to the conduct knowledge of their respective businesses does not and will not infringethe Company, misappropriate threatened action, suit, proceeding or otherwise conflict claim by others challenging the Company's or any of its subsidiaries' rights in any material respect with or to any such rights of others. The Intellectual Property; (c) the Intellectual Property owned by the Company and its subsidiaries and to the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement pending or threatened action, suit, proceeding or claim by third parties others challenging the validity or scope of any such Intellectual Property. There ; (d) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and others against the Company is unaware or any of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting its subsidiaries that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, and neither the Company is unaware nor any of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms has received any written notice of each agreement in all material respects pursuant to which Intellectual Property has been licensed such claim; and (e) to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s 's knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company or any of its subsidiaries is in the subject of any claim or has been in proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s 's employment with the Company or any of the Company. The duty of candor and good faith as required 's subsidiaries or actions undertaken by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied employee while employed with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officersthe Company's subsidiaries, directors except, in each case, for any instances which would not, individually or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause aggregate, result in a Material Adverse ChangeEffect.

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

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

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

Intellectual Property Rights. The Except as disclosed in or incorporated by reference in the Registration Statement and the Prospectuses, the Company and its subsidiaries the Material Subsidiary own, possess, license or have obtained valid other rights to use all foreign and enforceable licenses for, the inventionsdomestic patents, patent applications, patentstrade and service marks, trademarkstrade and service mark registrations, trade names, service copyrights, licenses, inventions, trade secrets, technology, Internet domain names, copyrights, trade secrets know-how and other intellectual property described in the Registration Statement(collectively, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are “Intellectual Property”), necessary for the conduct of their respective businesses as currently now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as currently proposed to be conducted (collectively, “Intellectual Property”) disclosed in or incorporated by reference in the Registration Statement and the conduct Prospectuses (a) there are no rights of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with third parties to any such rights of others. The Intellectual Property of owned by the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To Material Subsidiary; (b) to the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any such Intellectual Property. There ; (c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s and the Material Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Bd) challenging there is no pending or, to the validityCompany’s knowledge, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such threatened action, suit, proceeding or claimclaim by others challenging the validity or scope of any such Intellectual Property; (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (C) asserting claim by others that the Company or any of its subsidiaries infringes and the Material Subsidiary infringe or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, violate any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others; (f) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in or incorporated by reference in the Registration Statement and the Company is unaware of any facts which would form a reasonable basis for any such actionProspectuses, suit, proceeding as being owned by or claim. The licensed to the Company; and (g) the Company and its subsidiaries the Material Subsidiary have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiarythe Material Subsidiary, and all such agreements are in full force and effect effect, except, in each the case in all material respects. To the Company’s knowledge, there are no material defects in of any of the patents clauses (a)-(g) above, for any such infringement by third parties or patent applications included any such pending or threatened suit, action, proceeding or claim as would not, individually or in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protectaggregate, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is result 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. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse ChangeEffect.

Intellectual Property Rights. The Except as disclosed in the General Disclosure Package, the Company and its subsidiaries own, possess or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, can acquire on reasonable terms sufficient trademarks, trade names, service namespatent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other intellectual property described in the Registration Statementand similar rights, the Time of Sale Prospectus including registrations and the Prospectus as being owned or licensed by them or which are necessary applications for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted registration thereof (collectively, “Intellectual PropertyProperty Rights”) and necessary or material to the conduct of their respective businesses does not and will not infringe, misappropriate the business now conducted or otherwise conflict proposed in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction General Disclosure Package to be invalid or unenforceable, in whole or in partconducted by them, and the Company is unaware expected expiration of any facts which such Intellectual Property Rights would form not, individually or in the aggregate, have a reasonable basis for any such adjudicationMaterial Adverse Effect. To Except as disclosed in the General Disclosure Package (i) to the Company’s knowledge: (i) , there are no rights of third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to Rights owned by the Company or one or more of its subsidiaries; and (ii) to the Company’s knowledge, there is no material infringement infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any of the Intellectual Property. There Property Rights of the Company or its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or , to the Company’s knowledge, threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries infringes subsidiary infringes, misappropriates or otherwise violates, violates or would, upon the commercialization of conflicts with any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, others and the Company is unaware of any facts other fact which would form a reasonable basis for any such action, suit, proceeding or claim. The Company ; and its subsidiaries have complied with the terms (vi) none of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiary subsidiaries in violation of any contractual obligation binding on the Company or Company, any of its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that persons, except in each case covered by clauses (i) – (vi) such as would reasonably be expected not, if determined adversely to cause the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse ChangeEffect.

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

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus Supplement, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, rights to use the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus Supplement as being owned or licensed by them or which are used in and necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and and, to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, infringe or misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of owned by the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) except as otherwise disclosed in the Prospectus Supplement and with respect to LX9211 (to which the Company owns an exclusive license), there are no third parties who have ownership, royalty, or exclusive license rights to any Intellectual PropertyProperty owned by the Company, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus Supplement as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual PropertyProperty owned by the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and Property licensed to the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimCompany; (B) challenging the validity, enforceability or scope of any Intellectual Property, and Property owned by the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimCompany; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus Supplement as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary intellectual rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have materially complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are are, to the Company’s knowledge, in full force and effect in each case in all material respectseffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual PropertyProperty owned by the Company, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and and, to the knowledge of the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure such 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. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property owned by the Company have been materially complied with; and in all foreign offices having similar requirements, all such requirements have been materially complied with with. The product candidates described in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology Registration Statement and outsourced arrangements) employed the Prospectus Supplement as under development by the Company or its subsidiaries has been obtained any subsidiary fall within the scope of the claims of one or is being used by more patents owned by, or exclusively licensed to, the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changesubsidiary.

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

Intellectual Property Rights. The Except as disclosed in the Registration Statement and the Prospectus, the Company and its subsidiaries own, possess or have obtained valid and enforceable licenses forlicense adequate rights to use all trademarks, the inventions, patent applications, patents, trademarksservice marks, trade names, service namesdomain names and other source identifiers, all goodwill associated with the foregoing, inventions, technology, patents, copyrights, know-how, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other intellectual property described rights (including all registrations and applications for registration of the foregoing, as applicable) (collectively, “Intellectual Property Rights”) used or held for use in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or and as currently proposed in the Registration Statement and the Prospectus to be conducted (collectivelyconducted, “Intellectual Property”) and except where the conduct of their respective businesses does not and will not infringefailure to own, misappropriate possess or otherwise conflict in any material respect with any license such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceableRights would not, in whole individually or in partthe aggregate, and the Company is unaware of any facts which would form reasonably be expected to have a reasonable basis for any such adjudicationMaterial Adverse Effect. To the Company’s knowledge: (i) there are no third parties who have rights to , neither the Company nor any Intellectual Propertyof its subsidiaries has materially infringed, except for customary reversionary rights of third-party licensors with respect to misappropriated or otherwise violated the Intellectual Property that is 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 and the Prospectus will materially infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party. Except as disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as Prospectus, there are no rights of third parties (including any liens or encumbrances) to any of the Intellectual Property Rights owned or purported to be owned by, or exclusively licensed to to, the Company or one or more any of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in any third party, or to any Intellectual Property, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; claim (Bi) challenging the validityrights in or to, enforceability or scope alleging a violation of any of the terms of, any owned or licensed Intellectual Property, and Property Rights of the Company is unaware or any of any facts which would form a reasonable basis for any such action, suit, proceeding or claimits subsidiaries; or (Cii) asserting alleging that the Company or any of its subsidiaries infringes has infringed, misappropriated or otherwise violates, or would, upon the commercialization violated any Intellectual Property Rights of any product third party; or service described in (iii) challenging the Registration Statementvalidity, the Time of Sale Prospectus scope or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware enforceability of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been Rights owned by or exclusively licensed to the Company or any subsidiaryof its subsidiaries that, and all such agreements are if determined adversely to the Company or any of its subsidiaries, individually or in full force and effect in each case in all material respectsthe aggregate, reasonably would be expected to have a Material Adverse Effect. To the Company’s knowledge, there are is no material defects in infringement, misappropriation, breach or default, or other violation by others of any Intellectual Property Rights owned by or exclusively licensed to the Company or any of its subsidiaries, and all Intellectual Property Rights owned by or licensed to the patents Company or patent applications included any of its subsidiaries are valid and enforceable, except in each case as would not reasonably be expected, individually or in the Intellectual Propertyaggregate, to have a Material Adverse Effect. The Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to protectmaintain the confidentiality of all Intellectual Property Rights owned by the Company, maintain the value of which to the Company or any Company subsidiary is contingent upon maintaining the confidentiality thereof. All founders, current and safeguard their former employees, consultants and other parties involved in the development of Intellectual Property, including Property Rights for the execution Company or any of appropriate nondisclosure, its subsidiaries have signed confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property 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 pursuant to which the Company or its subsidiary in violation any of any contractual obligation binding on the Company or its subsidiaries either (x) has obtained ownership of and is the exclusive owner of such Intellectual Property Rights, or any of their respective officers(y) has obtained a valid and unrestricted right to exploit such Intellectual Property Rights, directors or employees or otherwise in violation sufficient for the conduct of the rights of any persons that would reasonably business as currently conducted and as proposed in the Registration Statement and the Prospectus to be expected to cause a Material Adverse Changeconducted.

Intellectual Property Rights. (i) The Company and its subsidiaries own, Subsidiaries own or have obtained valid and enforceable licenses for, the inventions, patent applications, a license to all patents, trademarks, trade names, service namesinventions, copyrights, know how (including trade secrets and other intellectual property described in the Registration Statementunpatented and/or unpatentable proprietary or confidential information, the Time of Sale Prospectus systems or procedures), trademarks, service marks and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted trade names (collectively, “Intellectual PropertyProperty Rights”) and used in or reasonably necessary to the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction businesses; (ii) to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in Rights owned by the Registration Statement, the Time of Sale Prospectus Company and its Subsidiaries and the Prospectus as Intellectual Property Rights licensed to the Company or one or more of and its subsidiaries; Subsidiaries, are valid, subsisting and (ii) enforceable, and there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledgeknowledge of the Company or any of its Subsidiaries, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) others challenging the validity, scope or enforceability or scope of any such Intellectual Property, and Property Rights; (iii) neither the Company is unaware nor any of its Subsidiaries has received any facts which notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would form have a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; (iv) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company; (v) to the Company’s knowledge, the Company’s or any of its subsidiaries infringes Subsidiaries’ products do not infringe or have not infringed any Intellectual Property Rights of a third party; to the Company’s knowledge, neither the Company nor any of its Subsidiaries misappropriates or otherwise violates, or wouldhas misappropriated or otherwise violated, upon the commercialization any Intellectual Property Rights of any product a third party; (vi) all employees or service described contractors engaged in the Registration Statement, the Time development of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights Intellectual Property Rights on behalf of others, and the Company is unaware or its Subsidiaries have executed or have an obligation to execute an invention assignment agreement whereby such employees or contractors presently assign all of any facts which would form a reasonable basis for any their right, title and interest in and to such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed Rights to the Company or any the applicable subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the Company’s knowledge of the Company, no employee of such agreement has been breached or violated; and (vii) the Company is in or has been in violation of any term of any employment contractand its Subsidiaries use, patent disclosure agreementand have used, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant commercially reasonable efforts to or with appropriately maintain all information intended to be maintained as a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changetrade secret.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, rights to use the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are used in and necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and and, to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, infringe or misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of owned by the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) except as otherwise disclosed in the Prospectus and with respect to LX9211 (to which the Company owns an exclusive license), there are no third parties who have ownership, royalty, or exclusive license rights to any Intellectual PropertyProperty owned by the Company, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual PropertyProperty owned by the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and Property licensed to the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimCompany; (B) challenging the validity, enforceability or scope of any Intellectual Property, and Property owned by the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimCompany; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary intellectual rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have materially complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are are, to the Company’s knowledge, in full force and effect in each case in all material respectseffect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual PropertyProperty owned by the Company, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and and, to the knowledge of the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure such 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. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property owned by the Company have been materially complied with; and in all foreign offices having similar requirements, all such requirements have been materially complied with with. The product candidates described in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology Registration Statement and outsourced arrangements) employed the Prospectus as under development by the Company or its subsidiaries has been obtained any subsidiary fall within the scope of the claims of one or is being used by more patents owned by, or exclusively licensed to, the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changesubsidiary.

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

Intellectual Property Rights. The Except as described in the Registration Statement or the Prospectus, the Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, the inventions, or other rights to use all patents and patent applications, patentscopyrights, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, service names, copyrights, names and know-how (including trade secrets and other intellectual property described in unpatented and/or unpatentable proprietary or confidential information, inventions, systems or procedures) including the Registration Statementright to xxx for past, present and future infringement, misappropriation or dilution of any of the Time of Sale Prospectus and foregoing, to the Prospectus as being owned or licensed by them or which extent the foregoing are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted the business of the Company and its subsidiaries in the manner described in the Registration Statement and the Prospectus (collectively, the “Company Intellectual Property”). Other than as disclosed in the Registration Statement and the Prospectus, there are no rights of third parties to any of the material patents, trademarks and copyrights within the Company Intellectual Property disclosed in the Registration Statement or the Prospectus as being owned by the Company or any of its subsidiaries, and such intellectual property is owned by the Company or its subsidiaries free and clear of all material liens, security interests, or encumbrances. To the knowledge of the Company, the material patents, trademarks and copyrights held or licensed by the Company or its subsidiaries included within the Company’s Intellectual Property are valid, enforceable and subsisting. Other than as disclosed in the Registration Statement and the Prospectus, (i) and neither the Company nor any of its subsidiaries is obligated to pay a material royalty, grant a material license, or provide other material consideration to any third party in connection with the Company Intellectual Property, (ii) no action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, alleging that the conduct of their respective businesses does not and will not infringethe business of the Company or its subsidiaries in the manner described in the Registration Statement or the Prospectus is infringing, misappropriate misappropriating, diluting or otherwise conflict in violating any material respect with any such intellectual property rights of others. The Intellectual Property , or alleging that such conduct of the Company has not been adjudged by a court or its subsidiaries would, upon the commercialization of competent jurisdiction any product or service proposed in the Registration Statement and the Prospectus to be invalid conducted, infringe, misappropriate, dilute, or unenforceableotherwise violate, in whole any rights of others with respect to any of the Company’s or in partits subsidiaries’ product candidates, processes or intellectual property, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; , (Biii) no action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the validity, enforceability enforceability, scope, registration, ownership or scope use of any of the Company’s Intellectual Property, and the Company is unaware not aware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; or , (Civ) asserting that the Company or any of its subsidiaries infringes or otherwise violatesno action, or wouldsuit, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret claim or other proprietary proceeding is pending or, to the knowledge of the Company, is threatened, challenging the Company’s or its subsidiaries’ rights of others, in or to any Company Intellectual Property and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim. The Company , (v) to the knowledge of the Company, the development, manufacture, sale, and its subsidiaries have complied with any currently proposed use of any of the terms products, proposed products or processes of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryof its subsidiaries referred to in the Registration Statement and the Prospectus, in the current or proposed conduct of the business of the Company do not currently, and all such agreements are in full force and effect in each case in all material respects. To will not upon commercialization, to the knowledge of the Company’s knowledge, there are no material defects in infringe any right or valid patent claim of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protectany third party, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and (vi) to the knowledge of the Company, no employee employee, consultant or independent contractor of the Company or its subsidiaries is in or has been violation in violation any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, agreement nondisclosure agreement, agreement or any restrictive covenant to or with a former employer or independent contractor where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed ownership by the Company or any of its subsidiaries of any Company Intellectual Property, (vii) the Company and its subsidiaries have taken reasonable measures to protect their material confidential information and material trade secrets and to maintain and safeguard the their material Intellectual Property, including the execution of appropriate nondisclosure, confidentiality and invention assignment agreements, and (viii) to the knowledge of the Company, the Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been obtained or is being used by licensed to the Company or its subsidiary subsidiaries, and all such agreements are in violation full force and effect, except in each of any contractual obligation binding on (i)-(viii) such as would not, if determined adversely to the Company or its subsidiaries or any of their respective officersits subsidiaries, directors individually or employees or otherwise in violation of the rights of any persons that would aggregate, reasonably be expected to cause have a Material Adverse ChangeEffect.

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

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, domain names, technology, know-how and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them it or which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted as described in the Registration Statement, and the Prospectus (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others). The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there There are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more any of its subsidiaries. The Company and its subsidiaries have taken all reasonable steps necessary to secure assignments to its title, rights and interests in the Intellectual Property from its employees, consultants, agents and contractors; and to the Company’s knowledge, (iii) there is no material infringement infringement, misappropriation, dilution or other violation by third parties of any Intellectual Property, and no third party has infringed, misappropriated, diluted or otherwise violated any Intellectual Property and (ii) except as disclosed in the Registration Statement and the Prospectus, the Company is not infringing, misappropriating, diluting or otherwise violating and has not infringed, misappropriated, diluted or otherwise violated, any intellectual property rights of third parties. Except as described in the Registration Statement and the Prospectus, the Company is the sole owner of the Intellectual Property owned by it. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor its subsidiaries are obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Intellectual Property of the Company or its subsidiaries. All employees, consultants, agents and contractors engaged in the development of Intellectual Property on behalf of the Company have executed appropriate invention assignment agreements whereby such employees, consultants, agents and contractors presently assign all of their right, title and interest in and to such Intellectual Property to the Company, and, to the Company’s knowledge, no such agreement has been breached or violated; to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. There is no pending or, to the Company’s knowledge, threatened threatened, or written notice of any action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, dilutes or otherwise violates, or would, upon the manufacturing or commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or Statement and the Prospectus as under development, infringe infringe, misappropriate, dilute or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have has complied with the terms of each agreement in all material respects pursuant to which material Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements are in full force and effect effect. The product candidates described in each case in all material respects. To the Company’s knowledge, there are no material defects in any Registration Statement and the Prospectus as under development by the Company and its subsidiaries fall within the scope of the claims of one or more patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreementowned by, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with exclusively licensed to, the Company. The duty of candor and good faith Except as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included described in the Registration Statement and the Prospectus, no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company that is owned Intellectual Property or technology (including information technology and outsourced arrangements) employed purported to be owned by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected confer any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to cause a Material Adverse Changeany such Intellectual Property.

Intellectual Property Rights. The Company and its subsidiaries own, owns or have obtained possesses or has valid and enforceable licenses for, the inventionsrights to use all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmark registrations, copyrights, licenses, inventions, trade secrets software, databases, know-how, internet domain names, other unpatented and/or unpatentable proprietary confidential information systems, processes or procedures and other intellectual property similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and the Subsidiaries as currently carried on and as described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The Intellectual Property Rights licenses described in the Registration Statement, Disclosure Package and the Prospectus as being owned are valid, binding upon and enforceable against the parties thereto in accordance with their respective terms. To the knowledge of the Company, no action or licensed use by them the Company or which are any Subsidiary necessary for the conduct of their respective businesses its business as currently conducted or carried on and as currently proposed to be conducted (collectivelydescribed in the Registration Statement, “Intellectual Property”) the Disclosure Package and the conduct of their respective businesses does not and Prospectus will not infringeinvolve or give rise to any infringement of, misappropriate or otherwise conflict in license or similar fees for, any material respect with any such rights Intellectual Property Rights of others. The Intellectual Property None of the Company nor any Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not been adjudged by a court of competent jurisdiction reasonably be expected to be invalid result, individually or unenforceablein the aggregate, in whole a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or any Subsidiary; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any Subsidiary in partor to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as Rights licensed to the Company or one any Subsidiary have not been adjudged by a court of competent jurisdiction invalid or more of its subsidiaries; unenforceable, in whole or in part, and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany or any Subsidiary infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty Rights or other proprietary rights of others, none of the Company nor any Subsidiary has received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product individually or service described in the Registration Statementaggregate, the Time of Sale Prospectus or the Prospectus as under developmenttogether with any other claims in this Section 2.34, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, reasonably be expected to result in a Material Adverse Change; and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant (E) to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company or any 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, 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. The duty of candor and good faith as required Company or any Subsidiary, or actions undertaken by the United States Patent employee while employed with the Company or any Subsidiary and Trademark Office during the prosecution of the United States patents and patent applications included could reasonably be expected to result, individually or in the Intellectual Property have been complied with; and aggregate, in all foreign offices having similar requirementsa Material Adverse Change. To the Company’s knowledge, all such requirements have material technical information developed by and belonging to the Company and the Subsidiaries which has not been complied with in each case in all material respectspatented has been kept confidential. None of the Company owned nor any 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 (including information technology and outsourced arrangements) employed by the Company or its subsidiaries the Subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any Subsidiary or, to the Company’s knowledge, any of their respective officers, directors or employees employees, or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changepersons.

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

Intellectual Property Rights. The Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, possess sufficient trademarks, trade names, service namesmarks, patents, patent rights, copyrights, licenses, approvals, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “"Intellectual Property”Property Rights") necessary to conduct their businesses in all material respects as it is now conducted; and the conduct expected expiration of their respective businesses does any of such Intellectual Property Rights would not and will not infringe, misappropriate result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of infringement or otherwise conflict in any material respect with any such asserted rights of others. The others with respect to any Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid Rights or unenforceable, in whole or in part, and the Company is unaware of any facts or circumstances which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to render any Intellectual Property, except for customary reversionary rights Property Rights invalid or inadequate to protect the interests of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes therein, and, which infringement or otherwise violatesconflict, or wouldif the subject of an unfavorable decision, upon would result in a Material Adverse Change. The Company has good and marketable title to the commercialization of any product or service described patents and patent applications referenced in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimProspectus. The Company and its subsidiaries have complied entered into valid and binding confidentiality, non-disclosure and assignment of inventions agreements with all current and former employees, consultants, vendors and other third parties with access to the terms of each agreement in all material respects pursuant to which Company's or its subsidiaries' Intellectual Property has been licensed Rights. There is no material unauthorized use, disclosure, infringement or misappropriation of any Intellectual Property Rights of the Company or any of its subsidiaries, any trade secret material to the Company or any subsidiaryof its subsidiaries, and all such agreements are in full force and effect in each case in all material respects. To or any Intellectual Property Rights of any third party to the Company’s knowledge, there are no material defects in extent licensed by or through the Company or any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protectsubsidiaries, maintain and safeguard their Intellectual Propertyby any third party, including the execution of appropriate nondisclosureany employee, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employeesformer employee, and to the knowledge of the Company, no employee consultant or vendor of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changeits subsidiaries.

Intellectual Property Rights. The Company and its subsidiaries own(i) Except as disclosed in the SEC Documents, or as would not reasonably be expected, individually or in the aggregate, to have obtained valid a Material Adverse Effect, and enforceable licenses forto the Company’s knowledge, the inventionsCompany owns, patent applications, possesses or has the legal right to all patents, trademarks, service marks, trade names, service names, copyrights, trade secrets domain names and other source indicators, copyrights and copyrightable works, know-how (including trade secrets, data and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), software, proprietary or confidential information and all other worldwide intellectual property described in the Registration Statementand proprietary rights (including all registrations, and applications for registration of, and all goodwill associated with, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted foregoing) (collectively, “Intellectual Property”) and used in, or necessary for, the conduct of their respective its business as currently conducted and as proposed to be conducted as disclosed in the SEC Documents; (ii) to the Company’s knowledge, the Company’s conduct of its businesses has not infringed, misappropriated or otherwise violated in any material respect, and does not and will not infringe, misappropriate or otherwise conflict violate in any material respect with respect, any such valid and enforceable Intellectual Property rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: person; (iiii) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is as disclosed in the Registration StatementSEC Documents, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no claim, action, suit, investigation or proceeding pending against, or, to the Company’s knowledge, threatened actionagainst, suit, proceeding or claim by others: the Company (A) based upon, or challenging or seeking to deny or restrict, any rights of the Company in any Intellectual Property owned by or exclusively licensed by the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the ownership, validity, enforceability or scope of any Intellectual PropertyProperty owned or exclusively licensed by the Company, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting alleging that the Company or any of its subsidiaries infringes has infringed, misappropriated or otherwise violates, or would, upon the commercialization violated any Intellectual Property of any product or service described person in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant respect; (iv) to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in the Intellectual Property owned or exclusively licensed by the Company has not been infringed, misappropriated or otherwise violated by any person; (v) none of the patents Intellectual Property owned or patent applications included in exclusively licensed by the Company has been adjudged invalid or unenforceable and, to the Company’s knowledge, all Intellectual Property. The Property owned or exclusively licensed by the Company is valid and its subsidiaries have enforceable; (vi) the Company has taken reasonable steps in accordance with normal industry practice to protectmaintain the confidentiality of all Intellectual Property of the Company the value of which to the Company is contingent upon maintaining the confidentiality thereof, maintain and safeguard their and, to the Company’s knowledge, no such Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their Property has been disclosed other than to employees, representatives, and to the knowledge agents of the Company, all of whom are bound by written confidentiality agreements; (vii) no present or former employee, officer, or director of the Company, or 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 licensed by the Company; (viii) each current and former employee and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information in the form or forms made available to counsel for the Purchasers; and (ix) no employee of the Company is in has misappropriated any trade secrets or has been in violation other confidential information of any term other Person in the course of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, the performance of his or any restrictive covenant to or with a former employer where the basis her duties as an employee of such violation relates to such employee’s employment with the Company. The duty of candor computer software, computer hardware, firmware, networks, interfaces and good faith as required related systems (collectively, “Computer Systems”) used by the United States Patent and Trademark Office during Company are sufficient for the prosecution conduct of the United States patents and patent applications included Company’s business in all material respects as now conducted or as proposed in the Intellectual Property SEC Documents to be conducted, and there have been no material failures, crashes, security breaches or other adverse events affecting the Computer Systems which has caused material disruption to the business of the Company. The Company, and any directors, members, employees, agents, officers, managers, and other representatives of any of the Company, comply with and have at all times complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by , all Privacy Laws applicable to the Company or its subsidiaries has been obtained or is being used by to the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation conduct of the rights business or operations of any persons that would reasonably be expected to cause a Material Adverse Changethe Company.

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

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

Intellectual Property Rights. The Company and its subsidiaries own, owns or have obtained valid and enforceable licenses for, the inventionspossesses adequate patents, patent applicationsrights, patentslicenses, trademarks, trade names, service namesinventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property described in (collectively, “Company Intellectual Property”) necessary to carry on the Registration Statement, business of the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses Company as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) as disclosed in the Registration Statement and the conduct of their respective businesses does not Prospectus, and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of (A) the Company has not been adjudged received any notice or is otherwise aware of (i) claims by a court others or any infringement of competent jurisdiction or conflict with rights of others with respect to be invalid any Company Intellectual Property or unenforceable, in whole or in part, and the Company is unaware of any facts or circumstances which would form a reasonable basis for render any such adjudication. To Company Intellectual Property invalid, unenforceable or inadequate to protect the interest of the Company therein, or (ii) any material infringement by third parties of any Company Intellectual Property or challenge to the Company’s knowledge: rights thereto, and (B) (i) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there the Company has taken all reasonable steps necessary to secure its interests in the Company Intellectual Property from its employees and contractors, (iii) the Company is no material infringement the sole owner of the Company Intellectual Property owned by third parties it, and (iv) the Company is not aware of any non-Company intellectual property rights which would prevent the Company from using the Company Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each has not entered into any agreement in all material respects pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, third party. The product candidate described in the Registration Statement and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any Prospectus as under development by the Company falls within the scope of the claims of one or more patents or patent applications included in owned by the Intellectual PropertyCompany. The To the knowledge of the Company, all patents and patent applications owned by the Company have been properly filed and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and each issued patent is being diligently maintained; to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or parties prosecuting such applications have complied with a former employer where the basis of such violation relates to such employee’s employment with the Company. The their duty of candor and good faith as required by disclosure to the United States U.S. Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all connection with such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changeapplications.

Intellectual Property Rights. The Company and its subsidiaries ownown or possess, or have obtained valid and can acquire on commercially reasonable terms, legally enforceable licenses forrights to use all trademarks, the inventions, patent applications, patents, trademarksservice marks, trade names, service domain names, copyrights, patents, patent rights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and other intellectual property rights (collectively, the "INTELLECTUAL PROPERTY") as are necessary for the conduct of its or their respective businesses as described in the Registration Statement, the Time of Sale Statutory Prospectus and the Prospectus, except where failure to own, possess or acquire such rights would not result in a Material Adverse Effect. Except as described in the Registration Statement, Statutory Prospectus as being owned and the Prospectus, (i) to the knowledge of the Company, there is no infringement, misappropriation or licensed violation by them or which are necessary for the conduct third parties of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “any such Intellectual Property”; (ii) and there is no pending or, to the conduct knowledge of their respective businesses does not and will not infringethe Company, misappropriate threatened action, suit, proceeding or otherwise conflict claim by others challenging the Company's or any of its subsidiaries' rights in any material respect with or to any such rights of others. The Intellectual Property; (iii) the Intellectual Property owned by the Company and its subsidiaries and to the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement pending or threatened action, suit, proceeding or claim by third parties others challenging the validity or scope of any such Intellectual Property. There ; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and others against the Company is unaware or any of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting its subsidiaries that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, and neither the Company is unaware nor any of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms has received any written notice of each agreement in all material respects pursuant to which Intellectual Property has been licensed such claim; and (v) to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s 's knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company or any of its subsidiaries is in the subject of any claim or has been in proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s 's employment with the Company or any of the Company. The duty of candor and good faith as required 's subsidiaries or actions undertaken by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied employee while employed with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officersthe Company's subsidiaries, directors except, in each case, for any instances which would not, individually or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause aggregate, result in a Material Adverse ChangeEffect.

Intellectual Property Rights. The Company and its subsidiaries ownown or possess, or have obtained valid and can acquire on commercially reasonable terms, legally enforceable licenses forrights to use all trademarks, the inventions, patent applications, patents, trademarksservice marks, trade names, service domain names, copyrights, patents, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), computer software, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus rights (“Intellectual Property”) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted described in the General Disclosure Package and the Prospectus, except where failure to own, possess or acquire such rights would not have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as currently proposed a whole. Except as described in the General Disclosure Package, (i) to be conducted (collectivelythe knowledge of the Company, “there is no infringement, misappropriation or violation by third parties of any such Intellectual Property”; (ii) and there is no pending or, to the conduct knowledge of their respective businesses does not and will not infringethe Company, misappropriate threatened action, suit, proceeding or otherwise conflict claim by others challenging the Company’s or any of its subsidiaries’ rights in any material respect with or to any such rights of others. The Intellectual Property; (iii) the Intellectual Property owned by the Company and its subsidiaries and to the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement pending or threatened action, suit, proceeding or claim by third parties others challenging the validity or scope of any such Intellectual Property. There ; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and others against the Company is unaware or any of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting its subsidiaries that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, and neither the Company is unaware nor any of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms has received any written notice of each agreement in all material respects pursuant such claim; and (v) to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company or any of its subsidiaries is in the subject of any claim or has been in proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of the Company. The duty of candor and good faith as required ’s subsidiaries or actions undertaken by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied employee while employed with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained any of the Company’s subsidiaries, except, in each case, for any instances which would not have, individually or is being used by in the Company or its subsidiary in violation of any contractual obligation binding aggregate, a material adverse effect on the Company or and its subsidiaries or any of their respective officerssubsidiaries, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause taken as a Material Adverse Changewhole.

Intellectual Property Rights. The Company and its subsidiaries owneach Subsidiary has, or have obtained valid and enforceable licenses forto the Company’s knowledge, can acquire on reasonable terms, ownership of and/or license to, or otherwise has the right to use, all inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), patents and patent applications, patents, rights trademarks, service marks and trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, collectively “Intellectual Property”) and material to carrying on its business as described in the conduct Disclosure Package. Neither the Company nor any Subsidiary has received any correspondence relating to (A) infringement or misappropriation of, or conflict with, any Intellectual Property of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such a third party; (B) asserted rights of others. The others with respect to any Intellectual Property of the Company has not been adjudged by a court or any Subsidiary; or (C) assertions that any Intellectual Property of competent jurisdiction to be the Company or any Subsidiary is invalid or unenforceable, in whole or in part, and otherwise inadequate to protect the interest of the Company is unaware or any Subsidiary, that in each case (if the subject of any facts which unfavorable decision, ruling or finding), would form have a reasonable basis for any such adjudicationMaterial Adverse Change. To the Company’s knowledge: (i) there There are no third parties who have been able to establish any material rights to any Intellectual Property, except for customary reversionary the retained rights of third-party the owners or licensors with respect to of any Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual PropertySubsidiary. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and Property of the Company is unaware of or any facts which would form a reasonable basis for any such action, suit, proceeding or claim; Subsidiary or (CB) asserting that challenging the Company or any of its subsidiaries infringes Subsidiaries” rights in or to any Intellectual Property or (C) that the Company or any Subsidiary materially infringes, misappropriates or otherwise violates, violates or would, upon the commercialization of conflicts with any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have each Subsidiary has complied in all material respects with the terms of each agreement described in all material respects the Disclosure Package pursuant to which any Intellectual Property has been is licensed to the Company or any subsidiarySubsidiary, and all such agreements related to products currently made or sold by the Company or any Subsidiary, or to product candidates currently under development, are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Changeeffect.

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

Intellectual Property Rights. The To the Company’s knowledge, the Company and its subsidiaries ownhas, or have obtained valid and enforceable licenses forcan acquire on reasonable terms, ownership of and/or license to, or otherwise has the right to use, all inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), patents and patent applications, patents, rights trademarks, service marks and trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, collectively “Intellectual Property”) and material to carrying on its businesses as described in the conduct SEC Reports or Subscription Documents. The Company has not received any correspondence relating to any Intellectual Property, including notice of: (A) infringement or misappropriation of, or conflict with, any Intellectual Property of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such a third party; (B) asserted rights of others. The others with respect to any Intellectual Property of the Company; (C) assertions that any Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be is invalid or unenforceableotherwise inadequate to protect the interest of the Company, that in whole each case (if the subject of any unfavorable decision, ruling or finding), individually or in partthe aggregate, and the Company is unaware of any facts which would form have or would reasonably be expected to have a reasonable basis for any such adjudicationMaterial Adverse Change. To the Company’s knowledge: (i) there There are no third parties who have been able to establish any material rights to any Intellectual Property, except for customary reversionary the retained rights of third-party the owners or licensors with respect to of any Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual PropertyCompany. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the validity, enforceability or scope of any Intellectual Property of the Company or (B) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; Property or (C) asserting that the Company or any of its subsidiaries infringes materially infringes, misappropriates or otherwise violates, violates or would, upon the commercialization of conflicts with any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others. All patents issued in the name of, or assigned to, the Company, and all patent applications made by or on behalf of the Company is unaware of any facts which would form a reasonable basis for any such action(collectively, suit, proceeding or claimthe “Company Patents”) have been duly and properly filed. The Company and its subsidiaries have complied with the terms is not aware of each agreement in all any material respects pursuant information that was required to which Intellectual Property has been licensed be disclosed to the United States Patent and Trademark Office (the “PTO”) but that was not disclosed to the PTO with respect to any issued Company Patent, or that is required to be disclosed and has not yet been disclosed in any subsidiary, pending application in the Company Patents and all that would preclude the grant of a patent on such agreements are in full force and effect in each case in all material respectsapplication. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in Company is the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee sole owner of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse ChangePatents.

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

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

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

Intellectual Property Rights. The Company and its subsidiaries own, possess, license or have obtained valid and enforceable licenses forother rights to use, the inventionson reasonable terms, all patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other intellectual property described in the Registration Statement(collectively, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are "Intellectual Property") necessary for the conduct of their respective businesses the Company's business as currently now conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus to be conducted. Except as licensed set forth in the Disclosure Package and the Prospectus, (a) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company or one or more of its subsidiariesCompany; and (iib) there is no material infringement by third parties of any such Intellectual Property. There Property owned by or exclusively licensed to the Company; (c) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s 's rights in or to any material Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (d) there is no pending or threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (e) there is no pending or threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries Company's business as now conducted infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts other fact which would form a reasonable basis for any such actionclaim, suitexcept for such infringements or violations as could not, proceeding individually or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries aggregate, have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Change.

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

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

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

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

Intellectual Property Rights. The Each of the Company and its subsidiaries ownowns or possesses licenses or sufficient rights to use the inventions (patented and non-patented), or have obtained valid and enforceable licenses forknow-how, the inventions, patent applications, patentstrade secrets, trademarks, trade namestrademark applications, service marks, service names, copyrights, trade secrets names and copyrights and any other material intellectual property described in the Registration Statement, the Time of Sale Prospectus that it is currently using and the Prospectus as being owned or licensed by them or which that are necessary for to enable it to conduct its business as conducted as of the conduct of their respective businesses as currently conducted or as currently proposed to be conducted date hereof (collectively, “the "Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property"), except for customary reversionary rights of third-party licensors with respect to such Intellectual Property that is the lack of which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Except as disclosed in the Registration StatementSEC Documents, the Time of Sale Prospectus and the Prospectus as licensed to neither the Company or one or more nor any of its subsidiaries; and (ii) there is no material infringement by subsidiaries has infringed the intellectual property rights of third parties of any Intellectual Property. There is and no pending orthird party, to the Company’s knowledge's Knowledge and except as disclosed in the SEC Documents, threatened action, suit, proceeding or claim by others: (A) challenging is infringing the Company’s rights in or to any Intellectual Property, and in each case, which could reasonably be expected, individually or in the Company is unaware of any facts which would form aggregate, to result in a reasonable basis for any such actionMaterial Adverse Effect. Except as disclosed in the SEC Documents, suitthere are no material options, proceeding licenses or claim; (B) challenging agreements relating to the validity, enforceability or scope of any Intellectual Property, and the Company nor is 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 bound by or otherwise violatesa party to any material options, licenses or wouldagreements relating to the patents, upon the commercialization patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names or copyrights of any product other person or service described in entity. As of the Registration Statementdate hereof, there is no material claim or action or proceeding pending or, to the Time Company's Knowledge, threatened, that challenges the right of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in of its subsidiaries with respect to any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps security measures to protectprotect the secrecy, maintain confidentiality and safeguard value of all of their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse Change.

Intellectual Property Rights. (a) The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The attached Intellectual Property of the Company has not been adjudged by Schedule contains a court of competent jurisdiction to be invalid or unenforceablecomplete and accurate list, in whole or in partall material respects, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: all (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to patented or registered Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending Rights owned or, to the Company’s 's knowledge, threatened action, suit, proceeding or claim used by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersSubsidiaries, and the Company is unaware (ii) pending patent applications and applications for other registrations of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to Rights filed by or on behalf of the Company or any subsidiary, and all such agreements are in full force and effect in each case in all material respects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Propertyits Subsidiaries. The Company or one of its Subsidiaries owns and its subsidiaries have taken reasonable steps possesses all right, title and interest to, or has the right to protectuse pursuant to a license that is, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with substantially all of their employees, and to the knowledge of the Company, no employee valid and enforceable, all material Intellectual Property Rights necessary for the operation of the businesses of the Company is and its Subsidiaries as presently conducted, free and clear of all Liens other than Permitted Liens. Without limiting the generality of the foregoing, the Company or one of its Subsidiaries owns and possesses all right, title and interest in and to all material Intellectual Property Rights necessary for the operation of the businesses of the Company and its Subsidiaries (x) created or developed by the Company's and its Subsidiaries' employees, consultants or contractors or under the direction or supervision of the Company's and its Subsidiaries' employees, consultants or contractors relating to the businesses of the Company and its Subsidiaries or to the research or development conducted by or for the Company and its Subsidiaries or (y) embodied in any of the Company's or its Subsidiaries past or present products or services, and no current or former employee, consultant or contractor has been any valid claim of ownership, in violation of whole or part, to any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreementsuch Intellectual Property Rights, or any restrictive covenant valid right to use any such Intellectual Property Rights or with a former employer where derivative works thereof. For purposes of this Section 5.13(a), the basis of such violation relates to such employee’s employment with term "derivative work" shall have the Companysame meaning as provided in 17 U.S.C. § 101. The duty Company and each of candor its Subsidiaries has taken all necessary steps to maintain the existing registrations and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in for the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in each case in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons that would reasonably be expected to cause a Material Adverse ChangeRights which it owns.