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”). 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. 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 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents 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 (1) described in the Registration Statement, the Time of Sale Prospectus 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, the Time of Sale Prospectus and the Prospectus to be conducted (collectively, “Intellectual Property”)) except in the case of clause (2) where the failure to own, possess or acquire such rights would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To Except as described in the Company’s knowledgeRegistration Statement, the Time of Sale Prospectus and except the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual PropertyProperty owned by or exclusively licensed to the Company or any of 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 the Company or one or more of its subsidiarieslicensors; and (ii) there is no infringement by third parties of any Intellectual Property. 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 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary of its subsidiaries fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryof its subsidiaries.

Intellectual Property Rights. The Company Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company, to the best of its subsidiaries ownknowledge, owns or have obtained valid has valid, binding and enforceable licenses for, or other enforceable rights under the inventions, patents and patent applications, patentscopyrights, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, trade names, service names, copyrights, names and know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) 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”). To the Company’s knowledge, and except as would not reasonably be expected, individually or used in the aggregateconduct, to have a Material Adverse Effect: (i) there are no third parties who have rights to any Intellectual Propertyor the proposed conduct, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed the business of the Company in the manner described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, the “Company Intellectual Property”); except as licensed described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, to the knowledge of the Company, the patents, trademarks, and copyrights included within the Company or one or more of its subsidiaries; Intellectual Property are valid, enforceable, and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expectedsubsisting, individually or in the aggregate, to have a Material Adverse Effect, and 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, enforceability or scope of any Company Intellectual Property; other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company is unaware has not received any notice of any facts which would form a reasonable basis for claim of infringement, misappropriation or conflict with any such actionasserted rights of others with respect to any of the Company’s products, suitproposed products or processes, proceeding (ii) to the knowledge of the Company, neither the sale nor use of any of products, proposed products or claim; or (C) asserting that processes of the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described referred to in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under developmentdo or will, infringe or violateto the knowledge of the Company, infringe, any valid patent, trademark, trade name, service name, copyright, trade secret patent claim of any third party or other proprietary rights violate any valid right of othersany third party, and (iii) to the knowledge of the Company, no third party has any ownership right in or to any Company Intellectual Property that is owned by the Company, other than any co-owner of any patent or pending patent application constituting Company Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) , and, to the knowledge of the Company, no third party has any ownership right in or to any Company Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to the Company of such Company Intellectual Property; except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, none of the technology employed by the Company has been obtained or is unaware being used by the Company in violation of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. Except contractual obligation binding on the Company 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 pursuant to which Intellectual Property has been licensed and/or assigned or, to the Company Company’s knowledge, upon any of its officers, directors or any subsidiary, and all such agreements are in full force and effect. The product candidates employees; except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development Prospectus, to the knowledge of the Company all patents and patent applications owned by and licensed to the Company or any subsidiary fall within under which the scope Company has rights have been duly and properly filed and maintained; to the knowledge of the claims of one or more patents owned by, or exclusively licensed toCompany, the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications; and the Company is not aware of any 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 or could form the basis of a finding of invalidity with respect to any subsidiarypatents that have issued with respect to such applications.

Intellectual Property Rights. The Company and its subsidiaries 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 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”). To the Company’s knowledge, and except as would not reasonably be expected, individually or otherwise disclosed in the aggregateRegistration Statement, to have a Material Adverse Effectthe Time of Sale Prospectus and the Prospectus: (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 Property, that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed exclusively to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual PropertyProperty that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as owned by the Company or its subsidiaries. Except as would not reasonably be expected, individually or otherwise disclosed in the aggregateRegistration Statement, to have a Material Adverse Effectthe 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 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 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; or (D) challenging the validity or enforceability of any of the Intellectual Property. Except as would not reasonably be expected, individually or otherwise disclosed in the aggregateRegistration Statement, to have a Material Adverse Effectthe Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries have complied with the terms of each material agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryof its subsidiaries, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus 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 (1) described in the Registration Statement, the Time of Sale Prospectus 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, the Time of Sale Prospectus or the Prospectus to be conducted (collectively, “Intellectual Property”)) except in the case of clause (2) where the failure to own, possess or acquire such rights would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, and except Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for 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 infringement by third parties of any Intellectual Property. 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryits subsidiaries, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any its subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any such subsidiary.

Intellectual Property Rights. The 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 Except as disclosed in the Registration StatementStatement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectus as being owned Prospectuses, the Company and the Material Subsidiaries own, possess, license or licensed by them or which are have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the "Intellectual Property"), necessary for the conduct of their respective businesses as currently now conducted except to the extent that the failure to own, possess, license or as currently proposed otherwise hold adequate rights to be conducted (collectively, “use such Intellectual Property”). To the Company’s knowledge, and except as Property would not reasonably be expectednot, 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 . Except as disclosed in the Registration StatementStatement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectus as licensed Prospectuses (a) there are no rights of third parties to any such Intellectual Property owned by the Company and the Material Subsidiaries; (b) to the Company or one or more of its subsidiaries; and (ii) Company's knowledge, there is no infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; (c) there is no pending or, to the Company’s 's knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s 's and the Material Subsidiaries' 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 Subsidiaries infringe or otherwise violates, or would, upon the commercialization of violate any product or service described in the Registration Statement, the Time of Sale Prospectus 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; (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 the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus 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. Except as would not reasonably be expected, individually or in licensed to the aggregate, to have a Material Adverse Effect, Company; and (g) the Company and its subsidiaries the Material Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiarysuch Material Subsidiary, and all such agreements are in full force and effect. The product candidates described , except, in the Registration Statementcase of any of clauses (a)-(g) above, the Time of Sale Prospectus and the Prospectus as under development for any such infringement by the Company third parties or any subsidiary fall within such pending or threatened suit, action, proceeding or claim as would not, individually or in the scope of the claims of one or more patents owned byaggregate, or exclusively licensed to, the Company or any subsidiaryresult in a Material Adverse Effect.

Intellectual Property Rights. 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 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”). 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 subsidiaries; and (ii) 's knowledge there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or non-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 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 with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge, 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 subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; and (ii) there is no infringement infringement, misappropriation or dilution by third parties of any Intellectual Property. Except as ; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would not reasonably be expectedexpected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have result in a Material Adverse EffectChange; (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; (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, there and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) 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 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 valid 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 would form a reasonable basis for any such action, suit, proceeding or claimthird party in connection with the Company’s Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The product candidates products described in the Registration Statement, the Time of Sale Prospectus 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 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”). 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) the Registration Statement, the Time of Sale Prospectus, and the Prospectus accurately sets forth third party ownership and other interests (including, e.g., co-exclusive license rights) in the Intellectual Property; there are no third parties who have party rights to in any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed are not identified in the Registration Statement, the Time of Sale Prospectus Prospectus, and the Prospectus as licensed to the Company or one or more of its subsidiariesProspectus; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (B) challenging the validity, enforceability or scope of any Intellectual PropertyProperty (other than the ordinary rejections and assertions typically levied during patent examination within patent offices), 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 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. Except as claim that, if asserted on the date hereof, would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, the succeed. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The product candidates Intellectual Property includes claims that cover various valuable aspects and features of the discovery and development programs described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development being pursued by the Company or any subsidiary fall within the scope of the claims of one or more and/or its subsidiaries. All patents and patent applications owned by, or exclusively licensed to, the Company have been duly and properly filed and maintained, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, the parties prosecuting such patents and patent applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office, and the Company is not aware of any subsidiaryviolation of such duty which would preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued from such applications. The Company has complied with applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by it in the conduct of its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since November 1, 2015, no claims have been asserted or, to the knowledge of the Company, threatened against the Company alleging a violation of any person’s privacy or personal information or data rights and, to the knowledge of the Company, the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures, consistent with industry standards, to ensure that such information is protected against unauthorized access, use, modification, or other misuse, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Rights. The Company and its subsidiaries own, Except as would not reasonably be expected to result in a Material Adverse Change 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 as set forth in the Registration Statement, the Time of Sale Prospectus 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 Prospectus, to be conducted (collectively, “Intellectual Property”). To the Company’s knowledge, the Company or its subsidiaries own or possess a valid right to use all patents, trademarks, service marks, trade names, copyrights, patentable inventions, trade secret, know-how and except other intellectual property (collectively, the “Intellectual Property”) used by the Company or its subsidiaries in, and material to, the conduct of the Company’s or its subsidiaries’ business as would not reasonably be expected, individually now conducted or as proposed 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 Disclosure Package and the Prospectus to be conducted. Except as licensed set forth in the Disclosure Package and the Prospectus, 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 of the Company’s Intellectual Property. Except as would not reasonably be expected, individually and there are no legal or in the aggregategovernmental actions, to have a Material Adverse Effectsuits, there is no proceedings or claims pending or, to the Company’s knowledge, threatened threatened, against the Company or its subsidiaries (i) challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by the Company or its subsidiaries or (iii) alleging that the operation of the Company’s or its subsidiaries’ businesses as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of a third party, except where any such action, suit, proceeding or claim by others: (A) challenging would not, individually or in the Company’s rights aggregate, result in or to any Intellectual Propertya 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; (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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company Transaction Entities 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 ▇▇▇▇ 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 Transaction Entities’ business as currently now conducted or as currently proposed to be conducted (collectively, “Intellectual Property”). 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 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 subsidiariesTransaction Entities; and (iib) there is no material infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, Transaction Entities; (c) there is no pending or, to the Company’s Transaction Entities’ knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s Transaction Entities’ rights in or to any material Intellectual Property, and the Company is Transaction Entities are unaware of any facts which would form a reasonable basis for any such claim; (d) there is no pending or, to the Transaction Entities’ knowledge, 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 Transaction Entities are unaware of any facts which would form a reasonable basis for any such claim; and (e) there is no pending or, to the Transaction Entities’ knowledge, threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries Transaction Entities’ business as now conducted infringes 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 valid patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is Transaction Entities are unaware of any facts other fact which would form a reasonable basis for any such action, suit, proceeding or claim. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries ownowns, possesses, licenses or have obtained valid and enforceable licenses forhas other rights to use, the inventionson reasonable terms, all patents, patent applications, patentstrade and service marks, trademarkstrade and service ▇▇▇▇ 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 in the Disclosure Package and the Prospectus to be conducted conducted. Additionally, (collectively, “i) no party has been granted an exclusive license to use any portion of such Intellectual Property”). To Property owned by the Company; (ii) to the Company’s best 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 subsidiaries; and (ii) there is no material infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, Company; (iii) there is no pending or, to the Company’s best knowledge, 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 that would form a reasonable basis for any such claim; (iv) to the Company’s best knowledge, 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 that would form a reasonable basis for any such claim; and (v) there is no pending or, to the Company’s best knowledge, 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 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 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 other fact that would form a reasonable basis for any such action, suit, proceeding or claim. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

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 ▇▇▇▇ registrations, trade names, service names, copyrights, trade secrets licenses 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 the their respective businesses business taken as currently conducted a whole as now conducted. Except as disclosed in the Offering Memorandum, (a) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company or any of its subsidiaries that is material to the business of the Company and its subsidiaries taken as currently proposed a whole; (b) to be conducted (collectively, “Intellectual Property”). To the Company’s and the Guarantors’ best 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 subsidiaries; and (ii) there is no material infringement by third parties of any such Intellectual Property. Except Property owned by or exclusively licensed to the Company or any of its subsidiaries that is material to the business of the Company and its subsidiaries taken as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, whole; (c) there is no pending or, to the Company’s and the Guarantors’ best knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights of the Company and its subsidiaries in or to any material Intellectual Property, and the Company is and the Guarantors are unaware of any facts which would form a reasonable basis for any such claim; (d) to the Company’s and the Guarantors’ best knowledge, 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 and the Guarantors are unaware of any facts which would form a reasonable basis for any such claim; and (e) there is no pending or, to the Company’s and the Guarantors’ best knowledge, 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 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 valid patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is and the Guarantors are unaware of any facts other fact which would form a reasonable basis for any such claim, except in the case of clauses (c), (d) and (e), any action, suit, suit proceeding or claim. Except as claim which would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryChange.

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 Except as disclosed in the Registration StatementStatement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectus as being owned Prospectuses, the Company and the Material Subsidiaries own, possess, license or licensed by them or which are have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as currently now conducted except to the extent that the failure to own, possess, license or as currently proposed otherwise hold adequate rights to be conducted (collectively, “use such Intellectual Property”). To the Company’s knowledge, and except as Property would not reasonably be expectednot, 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 . Except as disclosed in the Registration StatementStatement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectus as licensed Prospectuses (a) there are no rights of third parties to any such Intellectual Property owned by the Company and the Material Subsidiaries; (b) to the Company or one or more of its subsidiaries; and (ii) Company’s knowledge, there is no infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; (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 Subsidiaries’ 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 Subsidiaries infringe or otherwise violates, or would, upon the commercialization of violate any product or service described in the Registration Statement, the Time of Sale Prospectus 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; (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 the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus 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. Except as would not reasonably be expected, individually or in licensed to the aggregate, to have a Material Adverse Effect, Company; and (g) the Company and its subsidiaries the Material Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiarysuch Material Subsidiary, and all such agreements are in full force and effect. The product candidates described , except, in the Registration Statementcase of any of clauses (a)-(g) above, the Time of Sale Prospectus and the Prospectus as under development for any such infringement by the Company third parties or any subsidiary fall within such pending or threatened suit, action, proceeding or claim as would not, individually or in the scope of the claims of one or more patents owned byaggregate, or exclusively licensed to, the Company or any subsidiaryresult in a Material Adverse Effect.

Intellectual Property Rights. The Company and its subsidiaries own, own or otherwise have obtained a valid and enforceable licenses for, the inventionsright to use all patents, patent applications, patents, trademarkstrademarks and service marks, trade names, service trade dress, Internet domain names, copyrights, rights in data and databases, inventions, processes, designs, trade secrets secrets, software, 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 as currently conducted or as currently proposed to be conducted other proprietary rights (collectively, “Intellectual PropertyProperty Rights”). To the Company’s knowledge, ) reasonably necessary to conduct their businesses as now conducted and except as would not reasonably proposed to be expected, individually or conducted 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 Information and the Prospectus Offering Memorandum. Except as licensed disclosed in the Time of Sale Information and the Offering Memorandum, (a) no party has been granted an exclusive license or other exclusive right to use any portion of any Intellectual Property owned by the Company or one or more any of its subsidiaries; and (iib) there is no infringement infringement, misappropriation, dilution or other violation by third parties of any Intellectual Property. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, Company or any of its subsidiaries; (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 of its subsidiaries’ Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that 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 enforceability, validity, enforceability registration or scope of any Intellectual PropertyProperty owned or exclusively licensed to the Company or any of its subsidiaries, and the Company is unaware of any facts which that 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 business of the Company or any of its subsidiaries infringes as now conducted or otherwise violates, or would, upon the commercialization of any product or service described as proposed to be conducted in the Registration Statement, the Time of Sale Prospectus Information and the Offering Memorandum infringes, misappropriates, dilutes or the Prospectus as under development, infringe or violate, otherwise violates any valid 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 other fact that would form a reasonable basis for any such actionclaim, suitexcept with respect to clauses (a), proceeding (b), (c), (d) and (e), for such licenses, infringements, actions, suits, proceedings or claim. Except claims as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Effect. Except as disclosed in the Time of Sale Information and the Offering Memorandum, and except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company and its subsidiaries have complied with conduct of the terms business of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryof its subsidiaries, as currently conducted and all such agreements are as proposed to be conducted in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus as under development by Offering Memorandum, does not and will not infringe, misappropriate, dilute, violate or otherwise conflict with the Company or any subsidiary fall within the scope Intellectual Property Rights of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryothers.

Intellectual Property Rights. The Company and its subsidiaries own, 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 or which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”). To the Company’s knowledge, and except 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents under prosecution by, or owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and 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 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”). 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 (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 subsidiariessubsidiaries and (B) Intellectual Property that has been out-licensed to a third party as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. 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 their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. 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. 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. 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 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 (collectively, “Intellectual Property”). 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 subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. 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 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryCompany, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. The Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as being owned or licensed by them it or which are necessary for the conduct of their respective businesses as currently conducted its business, except where the failure to own, license or as currently proposed to be conducted have such rights would not, individually or in the aggregate, result in a Material Adverse Effect (collectively, “Intellectual Property”). To the Company’s knowledge, and ; except as would not reasonably be expected, individually or described in the aggregateRegistration Statement, to have a Material Adverse Effect: the Disclosure Package and the Prospectus (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary the ownership rights of third-party licensors with respect to the owners of the Intellectual Property that which is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; (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 rights in or to to, or the validity, enforceability, or scope of, any Intellectual PropertyProperty owned by or licensed to the Company, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (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 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 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 could form a reasonable basis for any such actionclaim; (v) to the Company’s knowledge, suitthere is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; and (vi) to the Company’s knowledge, proceeding or claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no prior art that may render any patent owned by the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned invalid, nor is there any prior art known to the Company or that may render any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development patent application owned by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryunpatentable.

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, 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 there are no unreleased liens or security interests which have been filed against any of the patents owned by the Company or any of its subsidiaries. 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 subsidiaries; and (ii) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there is no infringement infringement, misappropriation or violation by third parties of any Intellectual Property. 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 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 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; 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the drug 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 applications relating to the drug candidate or its intended use owned by, or exclusively licensed to, the Company or any subsidiary. To the Company’s knowledge, 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 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 actions undertaken by the employee while employed with the Company. The Company has disclosed to the U.S. Patent and Trademark Office all information relevant to the patentability of its inventions in accordance with 37 C.F.R. Section 1.56, and has not made any misrepresentation or concealed any information from the USPTO in any of the patents or patent applications owned or licensed to the Company, or in connection with the prosecution thereof, in violation of 37 C.F.R. Section 1.56.

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, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelyconducted, “Intellectual Property”). To except where the Company’s knowledge, and except failure to so own or hold as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: Effect (collectively, “Intellectual Property”). To the Company’s knowledge, and, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (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 any of its subsidiaries; , (ii) the Company is not obligated to grant an option or license to any third party in connection with any Intellectual Property owned by, or licensed to, the Company, and (iiiii) there is no infringement by third parties of any Intellectual Property, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, 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 claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or 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 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 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 claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryof its subsidiaries, and all such agreements are in full force and effect. The To the Company’s knowledge, 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 of its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryof its subsidiaries and included in the Intellectual Property. To the knowledge of the Company, all patents and patent applications owned by, or exclusively licensed to, the Company have been duly and properly filed and maintained except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, the parties prosecuting such patents and patent applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office, and the Company is not aware of any facts required to be disclosed to such office that were not disclosed to such office and, as such, which would preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued from such applications.

Intellectual Property Rights. (a) The Company and its subsidiaries owneach Subsidiary owns and possesses all right, title and interest in and to, or have obtained has a valid and enforceable licenses forlicense 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 all of Sale Prospectus and the Prospectus its Proprietary Rights (as being owned or licensed by them or which are defined below) necessary for the conduct operation of their respective businesses its business as presently conducted and none of such Proprietary Rights have been abandoned; (b) No claim by any third party contesting the validity, enforceability, use or ownership of any such Proprietary Rights has been made, is currently conducted or as currently proposed outstanding or, to be conducted (collectively, “Intellectual Property”). To the knowledge of the Company’s knowledge, is threatened, and except as would not reasonably be expectedto the knowledge of the Company there is no reasonable basis for any such claim. (c) Neither the Company, individually any Subsidiary nor any registered agent of any of the foregoing has received any notice of, nor is the Company aware of any reasonable basis for an allegation of, any infringement or in the aggregatemisappropriation by, to have a Material Adverse Effect: (i) there are no 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 Intellectual Property that such Proprietary Rights, nor has the Company, any Subsidiary or any registered agent of any of them received any claim of infringement or misappropriation of or other conflict with any Proprietary Rights of any third party. (d) Neither the Company nor any Subsidiary has infringed, misappropriated or otherwise violated any Proprietary Rights of any third parties, and the Company is disclosed not aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the Company or any Subsidiary as presently operated and as contemplated to be operated or as a result of the consummation of the transactions contemplated hereby. (e) All employees who have contributed to or participated in the Registration Statement, conception and/or development of all or any part of the Time of Sale Prospectus and the Prospectus as Proprietary Rights which are not licensed to the Company or one a Subsidiary from a third party either (i) have been party to a “work-for-hire” arrangement or more agreement with the Company or the Subsidiary, in accordance with applicable federal and state law, that has accorded the Company or the Subsidiary full, effective, exclusive, and original ownership of its subsidiaries; all tangible and intangible property thereby arising or (ii) there is no infringement by third parties have executed appropriate instruments of any Intellectual Property. Except assignment in favor of the Company or the Subsidiary as would not reasonably be expected, individually or in the aggregate, to assignee that have a Material Adverse Effect, there is no pending or, conveyed to the Company’s knowledgeCompany or the Subsidiary full, threatened action, suit, proceeding or claim effective and exclusive ownership of all tangible and intangible property thereby arising. (f) The consummation of the transactions contemplated by others: (A) challenging this Agreement will not adversely affect the Company’s rights in or to any Intellectual Property, and the Company is unaware right 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 Subsidiary to continue to use the commercialization Proprietary Rights. To the extent that the registration of any product Proprietary Right is required by law, such Proprietary Right has been duly and validly registered or filed, and any fees that are necessary to maintain in force any Proprietary Rights or registrations thereof have been paid. Schedule 3.16(f) sets forth a list and description of the copyrights, trademarks, service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any valid patent, trademarkmarks, trade name, service name, copyrightdress, trade secret names and domain names used 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 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development held by the Company or any subsidiary fall within Subsidiary and, where appropriate, the scope date, serial or registration number, and place of any registration thereof. (g) As used herein, the claims term “Proprietary Rights” means all proprietary information of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarySubsidiary, as the case may be, including all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), all trademarks, service marks, trade dress, trade names, corporate names, domain names, copyrights, all trade secrets, confidential information, ideas, formulae, compositions, know-how, processes and techniques, drawings, specifications, designs, logos, plans, improvements, proposals, technical and computer data, documentation and software, financial, business and marketing plans, and related information and all other proprietary, industrial or intellectual property rights relating to the business of the Company or any Subsidiary.

Intellectual Property Rights. (a) The Company has good and its subsidiaries own, or have obtained valid and enforceable licenses fortitle to the Intellectual Property owned by the Company. Except as set forth on Schedule 2.11, the inventionsCompany does not use any computer software other than generally available “off-the-shelf” software. (b) Schedule 2.11 lists: (i) each material Patent, patent applicationsTrademark, patentsCopyright, trademarksand pending applications for any of the foregoing, trade and all domain names, service names, copyrights, trade secrets and other intellectual property described in each case owned by the Registration Statement, Company in connection with the Time of Sale Prospectus and PCS Business; and (ii) all material Contracts involving the Prospectus as being Intellectual Property owned or licensed used by them or which are necessary for the conduct Company including (A) licenses by the Company to any Person of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “any Intellectual Property; and (B) all licenses by any other Person to the Company of any Intellectual Property (except with respect to generally available “off-the-shelf” software licensed for less than $500 per year per seat) (each of (A) and (B) an “IP License”). To the Knowledge of Seller, each IP License identified in Schedule 2.11 is a valid and binding agreement enforceable in accordance with its terms. With respect to each IP License, there is no material default (or event that with the giving of notice or passage of time would constitute a material default) by the Company’s knowledge, and except as would not reasonably be expectedor to the Knowledge of Seller, individually or in the aggregateother party thereto. There are no pending and, to have a Material Adverse Effect: the Knowledge of Seller, no threatened claims against the Company with respect to any IP License. Except as disclosed in Schedule 2.11, all registrations with and applications to Governmental Authorities in respect of Intellectual Property owned by the Company are valid and in full force and effect. (ic) there are no To the Knowledge of Seller, except for Intellectual Property owned by third parties who have rights as disclosed in Schedule 2.11, no Person other than the Company has any right or interest of any kind or nature in or with respect to any Intellectual PropertyProperty owned by the Company, except for customary reversionary or any portion thereof, or any rights of third-party licensors with respect to sell, license, lease, transfer or use or otherwise exploit the Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to owned by the Company or one any portion thereof. (d) Except as disclosed in Schedule 2.11, within the past five (5) years, the Company has not received any written notice asserting any infringement, misappropriation or more misuse of any Intellectual Property or other proprietary information of another Person or entity, and to the Knowledge of Seller, the Company has not infringed upon, misappropriated or misused any Intellectual Property or other proprietary information of another Person. There are no pending, and to the Knowledge of Seller, threatened claims or proceedings against the Company’s use of Intellectual Property owned by a third party. (e) The Company has taken commercially reasonable steps to protect the proprietary nature of its subsidiaries; Intellectual Property and (ii) there is no infringement by third parties of any to maintain in confidence all material trade secrets and confidential Intellectual Property. Except as would not reasonably be expected, individually or set forth in the aggregate, to have a Material Adverse Effect, there is no pending orSchedule 2.11, to the Company’s knowledgeKnowledge of Seller, 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 valid patent, trademark, trade name, service name, copyright, no material 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 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 pursuant to which confidential Intellectual Property has been licensed and/or assigned disclosed or authorized to be disclosed to any Person, including any employee, agent, contractor, or other entity, other than pursuant to a non-disclosure agreement or other conditional obligation that protects the Company Company’s proprietary interests in and to such trade secrets or any subsidiary, and all such agreements are in full force and effect. confidential Intellectual Property. (f) The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development Intellectual Property owned by the Company or any subsidiary fall within and, to the scope Knowledge of the claims of one or more patents owned by, or exclusively licensed toSeller, the Company or intellectual property of third parties’ licensed to the Company, is free and clear of any subsidiaryand all Liens other than Permitted Liens.

Intellectual Property Rights. The Company and each of its subsidiaries own, own or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, possess (or can acquire on reasonable terms) sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, 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 similar rights (collectively, “Intellectual PropertyProperty Rights”). To ) reasonably necessary to conduct their businesses as now conducted, except to the Company’s knowledgeextent the failure to own, and except as possess or acquire on reasonable terms would not reasonably be expected, individually or in the aggregate, to have result in 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 infringement by third parties of any Intellectual PropertyChange. Except as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property Rights; (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property Rights; (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 rights in or to any Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; (Biv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; and (v) 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 or otherwise violates, or would, upon the commercialization of any product products or service services described in the Registration Statement, the Time of Sale Prospectus or the Statement and Prospectus as under developmentdevelopment and as currently configured, infringe or violate, any valid currently issued patent, trademark, trade nametradename, 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. Except None of the technology employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, any of its or its subsidiaries’ officers, directors or employees or otherwise in violation of the rights of any persons, except in each case for such violations as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryChange.

Intellectual Property Rights. The Company and or 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 and which, to the Company’s knowledge, are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”). Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for a determination that any issued patent within the Intellectual Property is unenforceable or cannot be asserted in good faith. 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 the rights of third-party licensors licensors, including customary reversionary rights, 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 infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or otherwise disclosed in the aggregateRegistration Statement, Time of Sale Prospectus or the Prospectus, to have a Material Adverse Effect, the Company’s knowledge: (i) 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; Property (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 as under development, infringe infringe, misappropriate or otherwise 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 such others to bring and maintain any such action, suit, proceeding or claim. Except , except as would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect; (ii) none of the technology employed by the Company and its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or its subsidiaries or, to the Company’s knowledge, upon any officers, directors or employees of the Company or its subsidiaries; and (iii) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

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 material patents, patent applications, patentstrade and service marks, trademarkstrade and service ▇▇▇▇ 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 in the Prospectus to be conducted (collectivelyconducted, “except where the failure to so own or possess such Intellectual Property”). To the Company’s knowledgeProperty could not, and except as would not reasonably be expected, individually or in the aggregate, reasonably be expected 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 . Except as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed 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. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, Company; (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 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, to the Company’s knowledge, 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, 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 Company’s business as now conducted infringes 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 valid 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 action, suit, proceeding or claim. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. (i) 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”). To the Company’s knowledge, and except as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: . To the Company’s knowledge, and except for such third party rights or infringements that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (iA) 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 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; (B) the Company has taken all reasonable steps necessary to secure their interests in the Intellectual Property from their employees and contractors; (iiC) there is no infringement infringement, misappropriation or violation by third parties of any Intellectual Property; and (D) none of the material Company Intellectual Property has been adjudged invalid or unenforceable. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A1) 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; (B2) 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 (C3) 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, 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 and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product drug candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries own, possess, license or have obtained valid and enforceable licenses forother rights to use, the inventionsor can acquire on reasonable terms, such patents, patent applications, patentstrade and service marks, trademarkstrade and service ▇▇▇▇ registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other intellectual property described (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business as now conducted or as proposed in the Registration Statement, the Time of Sale Prospectus 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 (collectivelyconducted, “Intellectual Property”). To except where the Company’s knowledgefailure to own, and except as possess, license or have other rights to use or acquire would not reasonably be expected, individually singly or in the aggregate, to have result in 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 . Except as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as licensed Prospectus, (a) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company; (b) 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 such Intellectual Property. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, Company; (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 rights in or to any material Intellectual Property; (d) there is no pending or, and to the Company is unaware of any facts which would form a reasonable basis for any such Company’s knowledge, threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property; and (e) there is no pending or, and to the Company is unaware of any facts which would form a reasonable basis for any such Company’s knowledge, 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 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents 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”). 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 Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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 Property 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 and 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 actionof the foregoing actions, suitsuits, proceeding proceedings or claimclaims. Except as would not reasonably be expected, individually or in To the aggregate, to have a Material Adverse EffectCompany’s knowledge, the Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or 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”). To the Company’s '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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries own, owns or have has obtained valid and enforceable all necessary licenses for, for the inventionspatents, patent applications, patentspatent rights, trademarksinventions, trade names, service names, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names, 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 it or which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectivelyconducted. Except as disclosed in the Registration Statement, “Intellectual Property”). To the Time of Sale Prospectus and the Prospectus, to the knowledge of 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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 and the Prospectus as under development, infringe or violate, any valid copyright, 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 as would not The Company has taken all steps reasonably be expected, individually or necessary to secure its interest in the aggregateCompany’s Intellectual Property, including obtaining all necessary assignments from each of its employees, consultants and contractors pursuant to have a Material Adverse Effectwritten agreement containing a present tense assignment of all Intellectual Property created by such employee, consultant or contractor. The Company has taken commercially reasonable steps to protect and maintain all Company owned Intellectual Property, including without limitation to preserve the confidentiality of any trade secrets. All material Intellectual Property owned by or licensed to the Company is valid and its subsidiaries have complied with enforceable. The Company is not in violation of any Company License Agreements (as defined below). The license agreements by which the terms of each agreement pursuant to which Intellectual Property Company has been licensed and/or assigned to the Intellectual Property owned by third parties (“Company or any subsidiary, and all such agreements License Agreements”) are in full force and effect. The product candidates described in effect and constitute legal, valid and binding obligations of Company, and to the Registration Statementknowledge of the Company, 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 subsidiaryother parties thereto.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement and 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”). 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 (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 Statement and the Prospectus as licensed to the Company or one or more of its subsidiariessubsidiaries and (B) Intellectual Property that has been out-licensed to a third party as disclosed in the Registration Statement and the Prospectus; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. 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 their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. 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. 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. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or 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 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 subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, 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 and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effecteffect 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 product candidates described 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 Registration StatementIntellectual 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 Time of Sale Prospectus Company owned Intellectual Property or technology (including information technology and the Prospectus as under development outsourced arrangements) employed by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries has been obtained or more patents owned by, or exclusively licensed to, is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons 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, 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 intellectual property rights of others. The Intellectual Property 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, 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 infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 valid 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. 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 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. 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. 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, to the knowledge of the Company, otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus 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 maintained as a trade secret.

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 Except as disclosed in the Registration StatementStatement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectus as being owned Prospectuses, the Company and the Material Subsidiaries own, possess, license or licensed by them or which are have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know- how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as currently now conducted except to the extent that the failure to own, possess, license or as currently proposed otherwise hold adequate rights to be conducted (collectively, “use such Intellectual Property”). To the Company’s knowledge, and except as Property would not reasonably be expectednot, 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 . Except as disclosed in the Registration StatementStatement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectus as licensed Prospectuses (a) there are no rights of third parties to any such Intellectual Property owned by the Company and the Material Subsidiaries; (b) to the Company or one or more of its subsidiaries; and (ii) Company’s knowledge, there is no infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; (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 Subsidiaries’ 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 Subsidiaries infringe or otherwise violates, or would, upon the commercialization of violate any product or service described in the Registration Statement, the Time of Sale Prospectus 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; (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 the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus 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. Except as would not reasonably be expected, individually or in licensed to the aggregate, to have a Material Adverse Effect, Company; and (g) the Company and its subsidiaries the Material Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiarysuch Material Subsidiary, and all such agreements are in full force and effect. The product candidates described , except, in the Registration Statementcase of any of clauses (a)-(g) above, the Time of Sale Prospectus and the Prospectus as under development for any such infringement by the Company third parties or any subsidiary fall within such pending or threatened suit, action, proceeding or claim as would not, individually or in the scope of the claims of one or more patents owned byaggregate, or exclusively licensed to, the Company or any subsidiaryresult in a Material Adverse Effect.

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, 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 General Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. 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 their employees, and to the knowledge of the Company, no employee of the Company is 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. 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. The product candidates described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus as under development by the Company or any subsidiary 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 set forth in the SEC Reports, (i) the Company and each of its subsidiaries ownowns, possesses, or have obtained valid and enforceable licenses forhas rights to, 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 all Intellectual Property necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as currently conducted now conducted, except as such failure to own, possess or as currently proposed have such rights would not reasonably be expected to be conducted result in a Material Adverse Effect and (collectivelyii) there are no unreleased liens or security interests which have been filed, “Intellectual Property”)or which the Company has received notice of, against any of the patents owned or licenses to the Company. To Furthermore, (A) 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 subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property. Except , except as such infringement, misappropriation or violation would not reasonably be expected, individually or result in the aggregate, to have a Material Adverse Effect; (B) there is no pending or, to the Company’s knowledge, threatened, action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (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 invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the validity, enforceability or scope of any such Intellectual Property, and, to the Company’s rights in or to any Intellectual Propertyknowledge, and the Company is unaware of any there are no facts which would form a reasonable basis for any such claim; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany or any of its subsidiaries infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty or other proprietary rights of others, and neither the Company is unaware nor any of its subsidiaries has received any notice of such claim and, to the Company’s knowledge, there are no other facts which would form a reasonable basis for any such claim, except for any action, suit, proceeding or claimclaim as would not be reasonably expected to have a Material Adverse Effect; and (E) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries, except as such violation would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect and to the Company’s knowledge, (CA) asserting there are no facts that are reasonably likely to provide a basis for a finding that the Company or any of its subsidiaries infringes does not have clear title or otherwise violates, valid license or would, upon sublicense rights to the commercialization of any product patents or service described in the Registration Statement, the Time of Sale Prospectus patent applications owned 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryother proprietary information rights as being owned by, and all such agreements are in full force and effect. The product candidates described in or licensed or sublicensed to, as the Registration Statementcase may be, the Time Company or any of Sale Prospectus and its subsidiaries, (B) no valid issued U.S. patent is or would be infringed by the Prospectus as under development activities of the Company or any of its subsidiaries relating to products currently or proposed to be manufactured, used or sold by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries and (C) there are no facts with respect to any issued patent owned or more patents owned by, or exclusively licensed to, to the Company or that would cause any subsidiaryclaim of any such patent not to be valid and enforceable in accordance with applicable regulations. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology and know-how.

Intellectual Property Rights. The Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement, each of 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 as currently conducted its business, except where the failure to own, license or as currently proposed to be conducted have such rights would not, individually or in the aggregate, result in a Material Adverse Effect (collectively, “Intellectual Property”). To the Company’s knowledge, and ; except as would not reasonably be expected, individually or described in the aggregate, to have a Material Adverse Effect: Time of Sale Prospectus and the Prospectus (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary the ownership rights of third-party licensors with respect to the owners of the Intellectual Property that which is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. Except ; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to, or the validity, enforceability, or scope of, any Intellectual Property owned by or licensed to the Company, and the Company is unaware of any facts which could form a reasonable basis for any such claim; (iv) except as would not reasonably be expected, individually or result 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 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 others that the Company or any of its subsidiaries infringes 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 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 could form a reasonable basis for any such actionclaim; (v) to the Company’s knowledge, suitthere is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; and (vi) to the Company’s knowledge, proceeding or claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no prior art that may render any patent owned by the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned invalid, nor is there any prior art known to the Company or that may render any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development patent application owned by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryunpatentable.

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”). 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents patent or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries ownowns, possesses, licenses or have obtained valid and enforceable licenses forhas other rights to use, the inventionson reasonable terms, all patents, patent applications, patentstrade and service marks, trademarkstrade and service ▇▇▇▇ 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”). 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 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. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, 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; (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 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 valid 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 action, suit, proceeding or claim. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents 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 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 Registration Statement, the Time of Sale Prospectus and the Prospectus and except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s 's knowledge, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus and except as would 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 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 infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus and except as could not reasonably be expected, individually or in the aggregate, 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, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus and except as could not reasonably be expected, individually or in the aggregate, 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”). To , except where the Company’s knowledgefailure to own, and except as license or have such rights would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Effect: . Except as described in the Registration Statement, the Disclosure Package and the Prospectus, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary the ownership rights of third-party licensors with respect to the owners of the Intellectual Property that which is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) except as otherwise disclosed in writing to the Placement Agent, to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. Except ; (iii) except as would not reasonably be expected, individually or otherwise disclosed in writing to the aggregate, to have a Material Adverse EffectPlacement Agent, 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 or to to, or the validity, enforceability, or scope of, any Intellectual PropertyProperty owned by or licensed to the Company, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (iv) except as otherwise disclosed in writing to the Placement Agent, there is no pending or, to the Company’s knowledge, 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 the Subsidiaries infringes 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 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 could form a reasonable basis for any such actionclaim; (v) to the Company’s knowledge, suitthere is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; and (vi) to the Company’s knowledge, proceeding or claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no prior art that may render any patent owned by the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned invalid, nor is there any prior art known to the Company or that may render any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development patent application owned by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryunpatentable.

Intellectual Property Rights. The Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company and its subsidiaries the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”). To , except where the Company’s knowledgefailure to own, and except as license or have such rights would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Effect. Except as described in the Registration Statement, the Disclosure Package and the Prospectus or as would not have a Material Adverse Effect: Effect (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary the ownership rights of third-party licensors with respect to the owners of the Intellectual Property that which is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; (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 rights in or to to, or the validity, enforceability, or scope of, any Intellectual PropertyProperty owned by or licensed to the Company, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (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 the Subsidiaries infringes 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 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 could form a reasonable basis for any such actionclaim; (v) to the Company’s knowledge, suitthere is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; and (vi) to the Company’s knowledge, proceeding or claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no prior art that may render any patent owned by the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned invalid, nor is there any prior art known to the Company or that may render any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development patent application owned by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryunpatentable.

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 Except (i) as described in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus, or (ii) as would not, individually or in the aggregate, result in a Material Adverse Change, (A) to the Company’s knowledge, the Company owns or possesses the right to use all patents, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and the Prospectus as being owned other unpatented and/or unpatentable proprietary or licensed by them confidential technology and information, systems or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted procedures, and other material intellectual property (collectively, “Intellectual Property”). To the Company’s knowledge) necessary to carry on its business as currently conducted, and except as would not reasonably proposed to be expectedconducted, 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 each case as described in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus (collectively, “Company Intellectual Property”) and the Prospectus as licensed Company is not aware of any claim to the contrary or any challenge by any other person or entity to the rights of the Company with respect to the foregoing; (B) each of the agreements described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or one the Prospectus, which include licensing or more transfer of Intellectual Property (each an “Intellectual Property Agreement”) are valid, binding upon, and enforceable by or against the Company in accordance with its subsidiariesterms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and general equitable principles; (C) the Company has complied in all material respects with, and (ii) there is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property Agreement, and the Company has no infringement by third parties knowledge of any breach or anticipated breach by any other person to any Intellectual Property. Except as would Property Agreement; (D) the Company has not reasonably be expectedreceived any notice from, individually or in the aggregate, to have a Material Adverse Effect, and 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 Propertyby, 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 others 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, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus as under development, infringe or violate, any valid patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights franchise right of othersany person or entity; (E) the Company has not instituted, and does not currently plan to institute, any claim against any person or entity for infringement of the Company Intellectual Property; (F) to the Company’s knowledge, no person or entity infringes or is otherwise in conflict with the Company Intellectual Property; (G) the Company has taken all steps reasonably necessary to protect, maintain and safeguard its rights in all Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements; (H) the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Company Intellectual Property as owned, used or held for use in the conduct of its business; (I) the granted and/or issued Company Intellectual Property owned or licensed by the Company is unaware currently in force and has been properly maintained and has not been adjudged by a court of any facts which would form a reasonable basis for any such competent jurisdiction as invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property nor to the Company’s knowledge is there any reasonable basis for such a claim. Except as would not reasonably be expected; and (J) the pending government registered Company Intellectual Property owned or licensed by the Company is current, individually or up-to-date and in good standing, and the Company has followed in all material respects all relevant laws, rules, procedures and requirements in the aggregatefiling, prosecution and maintenance of such pending government registered Intellectual Property in the relevant jurisdiction to which such government registered Company Intellectual Property is pending. The Company has at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or, to have a Material Adverse Effectthe Company’s knowledge, threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and its subsidiaries have complied the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned of any other person or entity that are required to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described be set forth in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the 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 subsidiaryare not described therein.

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 Except as disclosed in the Registration Statement, Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectus as being owned Prospectuses, the Company and the Material Subsidiaries own, possess, license or licensed by them or which are have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as currently now conducted except to the extent that the failure to own, possess, license or as currently proposed otherwise hold adequate rights to be conducted (collectively, “use such Intellectual Property”). To the Company’s knowledge, and except as Property would not reasonably be expectednot, 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 . Except as disclosed in the Registration Statement, Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectus as licensed Prospectuses (a) there are no rights of third parties to any such Intellectual Property owned by the Company and the Material Subsidiaries; (b) to the Company or one or more of its subsidiaries; and (ii) Company’s knowledge, there is no infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; (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 Subsidiaries’ 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 Subsidiaries infringe or otherwise violates, or would, upon the commercialization of violate any product or service described in the Registration Statement, the Time of Sale Prospectus 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; (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 the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus 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. Except as would not reasonably be expected, individually or in licensed to the aggregate, to have a Material Adverse Effect, Company; and (g) the Company and its subsidiaries the Material Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiarysuch Material Subsidiary, and all such agreements are in full force and effect. The product candidates described , except, in the Registration Statementcase of any of clauses (a)-(g) above, the Time of Sale Prospectus and the Prospectus as under development for any such infringement by the Company third parties or any subsidiary fall within such pending or threatened suit, action, proceeding or claim as would not, individually or in the scope of the claims of one or more patents owned byaggregate, or exclusively licensed to, the Company or any subsidiaryresult in a Material Adverse Effect.

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”)) except in the case of clause (2) where the failure to own, possess or acquire such rights would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, and except Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for 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 infringement by third parties of any Intellectual Property. 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryits subsidiaries, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any its subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any such subsidiary.

Intellectual Property Rights. The Company and its subsidiaries the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted businesses, except where the failure to own, license or as currently proposed to be conducted have such rights would not, individually or in the aggregate, result in a Material Adverse Effect (collectively, “Intellectual Property”). To the Company’s knowledge, and ; except as would not reasonably be expected, individually or described in the aggregateRegistration Statement, to have a Material Adverse Effect: the Disclosure Package and the Prospectus (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary the ownership rights of third-party licensors with respect to the owners of the Intellectual Property that which is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; (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 rights in or to to, or the validity, enforceability, or scope of, any Intellectual PropertyProperty owned by or licensed to the Company, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (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 the Subsidiaries infringes 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 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 could form a reasonable basis for any such actionclaim; (v) to the Company’s knowledge, suitthere is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; and (vi) to the Company’s knowledge, proceeding or claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no prior art that may render any patent owned by the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned invalid, nor is there any prior art known to the Company or that may render any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development patent application owned by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryunpatentable.

Intellectual Property Rights. The Except as otherwise disclosed in the Prospectus, 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 (collectively, “Intellectual Property”). To Except as otherwise disclosed in the Prospectus, 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 exclusively licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or otherwise disclosed in the aggregate, to have a Material Adverse EffectProspectus, 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryCompany, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

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 Except (i) as described in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus, or (ii) as would not, individually or in the aggregate, have a Material Adverse Change, (A) to the Company’s knowledge, the Company owns or possesses the right to use all patents, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and the Prospectus as being owned other unpatented and/or unpatentable proprietary or licensed by them confidential technology and information, systems or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted procedures, and other material intellectual property (collectively, “Intellectual Property”). To the Company’s knowledge) necessary to carry on its business as currently conducted, and except as would not reasonably proposed to be expectedconducted, 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 each case as described in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus (collectively, “Company Intellectual Property”) and the Prospectus as licensed Company is not aware of any claim to the contrary or any challenge by any other person or entity to the rights of the Company with respect to the foregoing; (B) each of the agreements described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or one the Prospectus, which include licensing or more transfer of Intellectual Property (each an “Intellectual Property Agreement”) are valid, binding upon, and enforceable by or against the Company in accordance with its subsidiariesterms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and general equitable principles; (C) the Company has complied in all material respects with, and (ii) there is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property Agreement, and the Company has no infringement by third parties knowledge of any breach or anticipated breach by any other person to any Intellectual Property. Except as would Property Agreement; (D) the Company has not reasonably be expectedreceived any notice from, individually or in the aggregate, to have a Material Adverse Effect, and 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 Propertyby, 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 others 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, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus as under development, infringe or violate, any valid patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights franchise right of othersany person or entity; (E) the Company has not instituted, and does not currently plan to institute, any claim against any person or entity for infringement of the Company Intellectual Property; (F) to the Company’s knowledge, no person or entity infringes or is otherwise in conflict with the Company Intellectual Property; (G) the Company has taken all steps reasonably necessary to protect, maintain and safeguard its rights in all Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements; (H) the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Company Intellectual Property as owned, used or held for use in the conduct of its business; (I) the granted and/or issued Company Intellectual Property owned or licensed by the Company is unaware currently in force and has been properly maintained and has not been adjudged by a court of any facts which would form a reasonable basis for any such competent jurisdiction as invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property nor to the Company’s knowledge is there any reasonable basis for such a claim. Except as would not reasonably be expected; and (J) the pending government registered Company Intellectual Property owned or licensed by the Company is current, individually or up-to-date and in good standing, and the Company has followed in all material respects all relevant laws, rules, procedures and requirements in the aggregatefiling, prosecution and maintenance of such pending government registered Intellectual Property in the relevant jurisdiction to which such government registered Company Intellectual Property is pending. The Company has at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or, to have a Material Adverse Effectthe Company’s knowledge, threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and its subsidiaries have complied the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company is not a party to or bound by any options, licenses or agreements with respect to the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned of any other person or entity that are required to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described be set forth in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the 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 subsidiaryare not described therein.

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”). 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents 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 necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”). 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 Except as set forth 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 infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there (i) the Company and its subsidiaries own or possess adequate rights to use all patents, trademarks, service marks, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (including all registrations and applications for registration of the foregoing) (collectively, the “Intellectual Property”) that is no pending or, used in the conduct of their respective businesses as now conducted or as proposed in the SEC Documents to be conducted; (ii) to the Company’s knowledgeKnowledge, threatened actionno third party has infringed, suit, proceeding misappropriated or claim by others: (A) challenging the Company’s rights in or to otherwise violated any Intellectual Property, and the Company is unaware Property 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 subsidiaries; (iii) to the Company’s Knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violates, or would, upon the commercialization violate any Intellectual Property of any product third party; and (iv) the Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or service described in conflict with any such Intellectual Property. (ii) To the Registration StatementCompany’s Knowledge, there has been no (x) material security breach or other material compromise of or relating to any of the Time Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of Sale Prospectus their respective customers, employees, suppliers, vendors and any third party data maintained by or the Prospectus as under developmenton behalf of them), infringe equipment or violatetechnology (collectively, “IT Systems and Data”) or (y) event or condition that would reasonably be expected to result in, any valid patent, trademark, trade name, service name, copyright, trade secret material security breach or other proprietary rights material compromise to their IT Systems and Data. The IT Systems and Data are adequate in all material respects for the operation of othersthe business of the Company and its subsidiaries as currently conducted, and the Company is unaware has purchased sufficient number of licenses or seats for all software used by the Company and its subsidiaries that are material for the operation of the business of the Company and its subsidiaries as currently conducted. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes, all judgments, orders, rules and regulations of any facts which would form a reasonable basis for any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of their IT Systems and Data and to the protection of such actionIT Systems and Data from unauthorized use, suitaccess, proceeding misappropriation or claim. Except modification, except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, ; and the Company and its subsidiaries have complied implemented backup and disaster recovery technology consistent with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, industry standards and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarypractices.

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”). 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 subsidiaries; and (ii) there is no infringement by third parties of any granted patents of the Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 valid 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 claim. Except as claim and which would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect, the . The Company and its subsidiaries Subsidiary have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryits Subsidiary, as applicable, and all such agreements are in full force and effect, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and Statement or 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 subsidiaryCompany.

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 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, 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. 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 their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. 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. None of the 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. 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 would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, 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”). To the Company’s knowledge, and and, except as would not reasonably be expected, individually or in the aggregate, aggregate to have result in a Material Adverse EffectChange, and to the Company’s actual knowledge, neither the Company nor any of its subsidiaries in the conduct of their respective businesses do or will infringe, misappropriate or otherwise conflict in any respect with any valid and enforceable intellectual property rights of others. Except as would not reasonably be expected, individually or in the aggregate to result in a Material Adverse Change, the Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. Except as would not reasonably be expected, individually or in the aggregate to result in a Material Adverse Change, and to the Company’s actual 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 infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there There is no pending or, to the Company’s actual 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 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 claimclaim that, in each case, singly or in the aggregate, would result in a Material Adverse Change. Except The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to Company’s actual 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 except as would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiarychange.

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 in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”). None of the Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for a determination that any issued patent within the Intellectual Property is invalid or unenforceable. To the Company’s knowledge, and except as would not reasonably be expectedexpected to, 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 subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or disclosed in the aggregateRegistration Statements, to have a Material Adverse Effectthe 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 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 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. Except as would not reasonably be expected, individually None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the aggregateCompany or, to have a Material Adverse Effectthe Company’s knowledge, upon any officers, directors or employees of the Company, and the Company and is not aware of any facts that would form a reasonable basis for a successful challenge that any of its subsidiaries employees are in or have complied with the terms ever been in violation of each any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryrestrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, and all such agreements are in full force and effectobligation to assign intellectual property to an employer, or obligation not to use third-party intellectual property or other proprietary rights of a third party. 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 subsidiaryCompany.

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”). 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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 finding of infringement or claimviolation of intellectual property rights. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied in all material respects with the terms of each material agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or pending 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 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”). To the Company’s knowledge, and except Except as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for 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 infringement by third parties of any Intellectual Property. Except as would 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 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries ownowns, possesses, licenses or have obtained valid and enforceable licenses forhas other rights to use, the inventionson reasonable terms, all patents, patent applications, patentstrade and service marks, trademarkstrade and service ▇▇▇▇ registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other intellectual property described (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business as now conducted or as proposed in the Disclosure Package and the Prospectus to be conducted. Except as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as being Prospectus, (i) no party has been granted an exclusive license to use any portion of such Intellectual Property owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed Company; (ii) to be conducted (collectively, “Intellectual Property”). To the Company’s best 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 subsidiaries; and (ii) there is no material infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, Company; (iii) there is no pending or, to the Company’s best knowledge, 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; (iv) to the Company’s best knowledge, 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 (v) there is no pending or, to the Company’s best knowledge, 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 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 valid 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 action, suit, proceeding or claim. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.]

Intellectual Property Rights. (A) The Company and its subsidiaries ownown all right, or have obtained valid title and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described interest in the Registration Statement, “El Pollo Loco” ▇▇▇▇ in the Time of Sale Prospectus United States for use in connection with the goods and services for which such ▇▇▇▇ is currently used by the Company and its subsidiaries 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 (collectivelyCompany and its subsidiaries own all right, “Intellectual Property”). To the Company’s knowledgetitle, and except as would not reasonably be expected, individually or interest in its registrations for such ▇▇▇▇ elsewhere 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 world in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed 42 other countries / political unions disclosed to the Company or one or more of its subsidiaries; Underwriters and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or listed in the aggregate, to have a Material Adverse Effect, there is no pending orExhibit C hereto and, to the Company’s knowledge, threatened action, suit, proceeding no other person or claim by others: entity has any ownership interest in such ▇▇▇▇ in connection with such goods and services anywhere in the world (A) challenging the Company’s rights in or to any Intellectual Propertyexcept for Mexico), 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 (i) 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 and its subsidiaries infringes own or otherwise violatespossess all patents, patent rights, patent applications, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks (both registered and unregistered), service marks, trade names, logotypes and other indicia of origin, or would, upon the commercialization of any product or service other intellectual property and proprietary information described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and as under developmentbeing owned or licensed by any of them or which is necessary for the conduct of, infringe or violatematerial to, any valid patentof their respective businesses (collectively, trademarkthe “Intellectual Property”) including, trade name, service name, copyright, trade secret or other proprietary rights of others, and to the extent that the Company is unaware of any facts which would form a reasonable basis for any such actionlicensing its Intellectual Property to third parties, suitthe right to do so and to collect royalties therefrom, proceeding or claim. Except as would not reasonably be expectedand including, individually or in with respect to Intellectual Property owned by the aggregateCompany, the right to have a Material Adverse Effect, enforce its rights therein and (ii) the Company and its subsidiaries have complied not received any written notice or is otherwise aware of: (x) any infringement of or conflict with the terms asserted rights of each agreement pursuant others with respect to which any Intellectual Property has been licensed and/or assigned or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any subsidiarytherein, and all such agreements are in full force and effect. The product candidates described which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectus as under development by the Company would reasonably be expected to result in a Material Adverse Effect, or (y) any subsidiary fall within the scope third party infringement, misappropriation, or other violation of the claims of one Intellectual Property which, singly or more patents owned byin the aggregate, or exclusively licensed to, the Company or any subsidiarywould reasonably be expected to result in a Material Adverse Effect.

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 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 and the Prospectus (collectively, “Intellectual Property”). 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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, 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; 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained 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”). 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or non-exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. (a) The Company and its subsidiaries Subsidiaries own, or have obtained valid sufficient rights to use and enforceable licenses forotherwise exercise and exploit and license, the inventionsall patents, patent applications, patentstrademarks, trademarkstrademark applications, service marks, trade names, service names, copyrights, trade secrets licenses and other intellectual property described similar rights necessary or material for use in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned connection with (or licensed by them otherwise used or which are necessary for the conduct of anticipated to be used in) their respective businesses as currently being conducted or as currently described in the SEC Documents, as previously conducted and as proposed to be conducted (collectively, the “Intellectual PropertyProperty Rights”), except where the failure to own or license such Intellectual Property Rights would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Except as set forth in the SEC Documents, neither the Company nor any Subsidiary has received any notice (including any offer of a license) that any past, current or proposed activity of (or any Intellectual Property Rights used, exploited or exercised by) the Company or any Subsidiary may violate or infringe upon the rights of any Person and neither has any reason to anticipate that any such notice may be forthcoming (or that there is or may be any basis therefor). Except as set forth in the SEC Documents, to the knowledge of the Company, all of the Intellectual Property Rights are enforceable and there is no existing or expected infringement (or challenge) by another Person of (or to) any of the Intellectual Property Rights. To the Company’s knowledge, no present or former employee, officer or director of the Company or any of its Subsidiaries, or agent or outside contractor of the Company or any of its Subsidiaries, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Intellectual Property Rights, except those formally assigned or transferred to the Company by such employees. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company, except those formally assigned or transferred to the Company by such employees. (b) To the Company’s knowledge: (i) no trade secret of the Company or any of its Subsidiaries has been used, disclosed or appropriated to the detriment of the Company or any of its Subsidiaries for the benefit of any Person other than the Company or its Subsidiaries; and (ii) no employee, independent contractor or agent of the Company or any of its Subsidiaries has misappropriated any trade secrets or other confidential information of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of the Company or its Subsidiaries, except in the cases of clauses (i) and (ii) as would not reasonably be expectednot, individually or in the aggregate, be reasonably likely 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. 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 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as described in the SEC Documents, (i) the Company and its subsidiaries own, Subsidiaries own or have obtained a valid and enforceable licenses forlicense to all patents, the inventions, patent applicationscopyrights, patentsknow how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrights, trade secrets domain names and other intellectual property described in property, including any and all registrations, applications for registration, and goodwill associated with any of 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 foregoing (collectively, “Intellectual PropertyProperty Rights”). To ) currently employed by them in connection with the business as described in the SEC Documents, except where the failure to own, possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, 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 Rights exclusively licensed to the Company or one or more and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except subsidiaries as would not reasonably be expected, individually or described in the aggregateSEC Documents are valid, to have a Material Adverse Effectsubsisting and enforceable, and 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 of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or nor any of its subsidiaries infringes or otherwise violatesSubsidiaries has received any notice alleging any infringement, 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 valid patent, trademark, trade name, service name, copyright, trade secret misappropriation or other proprietary rights violation 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 as would not reasonably be expectedIntellectual Property Rights which, individually or in the aggregate, to if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) 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, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (viii) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiarySubsidiaries use, and have used, commercially reasonable efforts to appropriately maintain 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 information intended to be maintained 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 subsidiarya trade secret.

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 m▇▇▇ 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 or any of its subsidiary’s business as currently now conducted or as currently proposed in each of the Disclosure Package and the Prospectus to be conducted (collectively, “Intellectual Property”)conducted. To the Company’s knowledge, and except Except as would not reasonably be expected, individually or set forth in the aggregateDisclosure Package, to have a Material Adverse Effect: (i) there are no third parties who have rights party has been granted an exclusive license to use any Intellectual Property, except for customary reversionary rights portion of third-party licensors with respect to such Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to owned by the Company or one or more any of its subsidiaries; and (ii) to the knowledge of the Company, there is no infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, Company or any of its subsidiaries; (iii) 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 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 claim; (iv) there is no pending or, to the knowledge of the Company, 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 (v) there is no pending or threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company Company’s or any of its subsidiaries subsidiary’s business as now conducted infringes 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 valid 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 action, suit, proceeding or claim. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, possess, license or have obtained valid other rights to use, or could obtain on commercially reasonable terms, all foreign and enforceable licenses for, the inventionsdomestic patents, patent applications, patentstrade and service marks, trademarkstrade and service 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 (collectively, “use such Intellectual Property”). To the Company’s knowledge, and except as Property would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect: Change. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights granted by the Company to third parties who have rights to any such Intellectual PropertyProperty owned by the Company and its subsidiaries, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed licenses granted in the Registration Statementordinary course to third parties, or that would not, individually or in the Time of Sale Prospectus and the Prospectus as licensed aggregate, reasonably be expected to the Company or one or more of its subsidiariesresult in a Material Adverse Change; and (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; (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 and its subsidiaries’ 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; (Biv) 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; (v) 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 and its subsidiaries infringes infringe or otherwise violates, or would, upon the commercialization of violate any product or service described in the Registration Statement, the Time of Sale Prospectus 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; (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), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding Prospectus as being owned by or claim. Except as would not reasonably be expected, individually or in licensed to the aggregate, to have a Material Adverse Effect, Company; and (vii) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which such Intellectual Property has been licensed and/or assigned to the Company or any such subsidiary, and all such agreements are in full force and effect. The product candidates described , except, in the Registration Statementcase of any of clauses (i)-(vii) above, the Time of Sale Prospectus and the Prospectus as under development for any such infringement by the Company third parties or any subsidiary fall within such pending or threatened suit, action, proceeding or claim as would not, individually or in the scope of the claims of one or more patents owned byaggregate, or exclusively licensed to, the Company or any subsidiaryreasonably be expected to result in a Material Adverse Change.

Intellectual Property Rights. The Each Company Party and its subsidiaries own, exclusively own or have obtained valid and enforceable licenses for, the inventions, patent applications, for all material 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 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”)conducted. To the Company’s knowledge, and except Except as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect: Change, (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) Parties’ knowledge, there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually Property owned by the Company Parties’ or in the aggregate, to have a Material Adverse Effect, their subsidiaries; (ii) there is no pending or, to the Company’s Company Parties’ knowledge, threatened action, suit, proceeding or claim by others: (A) any third party challenging the Company’s Company Parties’ or their 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; (Biii) there is no pending or, to the Company Parties’ knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope of any Intellectual Property, and the Company is Parties are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; and (iv) neither the Company Parties nor any of their subsidiaries has infringed or (C) is infringing the Intellectual Property of a third party and there is no pending or, to the Company Parties’ knowledge, threatened action, suit, proceeding or claim by any third party asserting that the Company Parties or any of its their subsidiaries infringes infringe or otherwise violatesviolate, 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 valid patent, trademark, trade name, service name, copyright, trade secret or other proprietary Intellectual Property rights of othersany third party, and the Company is Parties are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. No material Intellectual Property of the Company Parties has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company Parties are unaware of any facts which would form a reasonable basis for any such adjudication. Except as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect, the each Company Party and its subsidiaries have complied have, in the past three (3) years, taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure agreements, confidentiality agreements and invention assignment agreements and invention assignments with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned their employees, and to the Company Parties’ knowledge, no employee of any Company Party is, or in the past three (3) 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 subsidiary, and all restrictive covenant to or with a former employer where the basis of 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 violation relates to such employee’s employment with such 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 subsidiaryParty.

Intellectual Property Rights. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries own, owns or have obtained has valid and enforceable licenses for, the inventions, patent applications, or other rights to all patents, copyrights, copyrightable works, trademarks, service marks, trade names, and service namesnames (including all applications and registrations relating to any of the foregoing), copyrightsand all inventions, know-how, trade secrets and other proprietary or confidential information (whether or not patentable), systems or procedures and all other technology and intellectual property rights necessary for the conduct, or the proposed conduct, of the business of the Company in the manner described in the Registration StatementProspectus (collectively, the Time of Sale Prospectus “Company Intellectual Property”); the Company Intellectual Property disclosed in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct Company is owned by the Company free and clear of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelyall material liens, “Intellectual Property”). To the Company’s knowledgesecurity interests, and except as would not reasonably be expectedencumbrances, 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. 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 there are no rights of third parties to such Company Intellectual Property; to the Company’s knowledge, the Company Intellectual Property is valid, enforceable and subsisting; and other than as disclosed in the Prospectus, (i) the Company is not 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 the business of the Company in the manner described in the Prospectus is infringing, misappropriating, diluting or otherwise violating any intellectual property rights of others, (iii) no action, suit, claim by others: or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any of the Company Intellectual Property, (Aiv) no action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the Company’s rights in or to any Company Intellectual Property, and (v) to the Company’s knowledge, no third party has any ownership right in or to any Company Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to 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 Company Intellectual Property, and (vi) no employee, consultant or independent contractor of the Company is unaware is, to the Company’s knowledge, in violation in any material respect of any facts which would form 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 reasonable former employer or independent contractor where the basis for any of such action, suit, proceeding violation relates to such employee’s employment or claim; or (C) asserting that independent contractor’s engagement with the Company or any actions undertaken while employed or engaged with the Company, (vii) the Company has taken reasonable measures to protect its material confidential information and material trade secrets and to maintain and safeguard the material Company Intellectual Property, including the execution 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 valid patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersappropriate nondisclosure and confidentiality agreements, and (viii) the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have has complied with the material terms of each agreement pursuant to which the Company Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryCompany, and all such agreements are in full force and effect; except in each of (i)–(viii) such as would not, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The product candidates described All patents and patent applications within the Company Intellectual Property disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development being owned by the Company or any subsidiary fall within have, to the scope knowledge of the claims Company, been duly and properly filed and maintained; to the knowledge of one the Company, there are no material defects in any of such patents or more patents owned by, or exclusively licensed topatent applications; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the United States Patent and Trademark Office (the “USPTO”) in connection with such applications; and the Company is not aware of any 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 or could form the basis of a finding of invalidity with respect to any subsidiarypatents that have issued with respect to such applications; except such as would not, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property Rights. The Except as set forth in the SEC Reports, the Company and each of its subsidiaries ownowns, possesses, or have obtained valid and enforceable licenses forhas rights to, 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 all Intellectual Property necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as currently conducted now conducted, except as such failure to own, possess or as currently proposed have such rights would not reasonably be expected to be conducted result in a Material Adverse Effect and (collectivelyii) there are no unreleased liens or security interests which have been filed, “Intellectual Property”)or which the Company has received notice of, against any of the patents owned or licenses to the Company. To Furthermore, (A) 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 subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property. Except , except as such infringement, misappropriation or violation would not reasonably be expected, individually or result in the aggregate, to have a Material Adverse Effect; (B) there is no pending or, to the Company’s knowledge, threatened, action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (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 invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the validity, enforceability or scope of any such Intellectual Property, and, to the Company’s rights in or to any Intellectual Propertyknowledge, and the Company is unaware of any there are no facts which would form a reasonable basis for any such claim, other than any such action, suit, proceeding or claimclaim that would not be reasonably expected to have a Material Adverse Effect; (BD) challenging there is no pending or, to the validityCompany’s knowledge, enforceability threatened action, suit, proceeding or scope claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual PropertyProperty or other proprietary rights of others, and neither the Company is unaware nor any of its subsidiaries has received any notice of such claim and, to the Company’s knowledge, there are no other facts which would form a reasonable basis for any such claim, except for any action, suit, proceeding or claimclaim as would not be reasonably expected to have a Material Adverse Effect; and (E) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries, except as such violation would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect and to the Company’s knowledge, (CA) asserting there are no facts that are reasonably likely to provide a basis for a finding that the Company or any of its subsidiaries infringes does not have clear title or otherwise violates, valid license or would, upon sublicense rights to the commercialization of any product patents or service described in the Registration Statement, the Time of Sale Prospectus patent applications owned 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryother proprietary information rights as being owned by, and all such agreements are in full force and effect. The product candidates described in or licensed or sublicensed to, as the Registration Statementcase may be, the Time Company or any of Sale Prospectus and its subsidiaries, (B) no valid issued U.S. patent is or would be infringed by the Prospectus as under development activities of the Company or any of its subsidiaries relating to products currently or proposed to be manufactured, used or sold by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries and (C) there are no facts with respect to any issued patent owned or more patents owned by, or exclusively licensed to, to the Company or that would cause any subsidiaryclaim of any such patent not to be valid and enforceable in accordance with applicable regulations. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology and know-how.

Intellectual Property Rights. The Except as set forth on Schedule 3(k), the Company and each of its subsidiaries ownowns, possesses, or have obtained valid and enforceable licenses forhas rights to, 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 all Intellectual Property necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as currently conducted now conducted, except as such failure to own, possess or as currently proposed have such rights would not reasonably be expected to be conducted result in a Material Adverse Effect and (collectivelyii) there are no unreleased liens or security interests which have been filed, “Intellectual Property”)or which the Company has received notice of, against any of the patents owned or licenses to the Company. To Furthermore, (A) 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 subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property. Except , except as such infringement, misappropriation or violation would not reasonably be expected, individually or result in the aggregate, to have a Material Adverse Effect; (B) there is no pending or, to the Company’s knowledge, threatened, action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (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 invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the validity, enforceability or scope of any such Intellectual Property, and, to the Company’s rights in or to any Intellectual Propertyknowledge, and the Company is unaware of any there are no facts which would form a reasonable basis for any such claim; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (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 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.otherwise

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, to the Company’s knowledge, the conduct of the respective businesses of the Company and its subsidiaries as currently conducted or as currently proposed to be conducted does not and will not infringe, misappropriate or otherwise conflict in any material respect with any 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. 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 Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding proceeding, or claim asserted in writing, 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Registration StatementIntellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the Time execution of Sale Prospectus appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Prospectus Company’s knowledge, no employee of the Company is currently, or since October 31, 2023 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. To the Company’s knowledge, (i) the duty of candor and good faith as under development 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) in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries has been obtained or more patents owned by, or exclusively licensed to, is being used by the Company or its subsidiary in material violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in material violation of the rights of any persons.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained 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, 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 Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or 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 aggregate, to have a Material Adverse Effectordinary 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. 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 their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. 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. 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. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as otherwise disclosed in the 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 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 in the Registration Statement and the Prospectus (collectively, “Intellectual Property”). To ; and to the Company’s knowledge, any such licenses are valid and except enforceable. Except as would not reasonably be expected, individually or otherwise disclosed in the aggregateProspectus, to have a Material Adverse Effectthe 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 subsidiaries, and the Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property from their employees and contractors; and (ii) there is no infringement by third parties of any Intellectual Property; (iii) the Company and its subsidiaries are not infringing the intellectual property rights of third parties; (iv) the Company is the sole owner of the Intellectual Property owned by it; and (v) no employee of the Company or any of its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries. Except as would not reasonably be expected, individually or otherwise disclosed in the aggregate, to have a Material Adverse EffectProspectus, 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 infringe, misappropriate 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryCompany, and all such agreements are in full force and effect. The product drug candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. The Except as set forth in the Disclosure Package and as would not have a Material Adverse Effect, 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 ▇▇▇▇ 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”)described in each of the Disclosure Package and the Prospectus. To Except as set forth in the Company’s knowledge, Disclosure Package and except as would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect: Effect (ia) there are no third parties who have rights party has been granted an exclusive license to use any Intellectual Property, except for customary reversionary rights portion of third-party licensors with respect to such Intellectual Property that is disclosed in owned by the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (iib) there is no infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, 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 Intellectual Property; (d) there is no pending or, and to the Company is unaware knowledge of any facts which would form a reasonable basis for any such the Company, threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property; and (e) there is no pending or, and to the Company is unaware knowledge of any facts which would form a reasonable basis for any such the Company, 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 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

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 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, 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”). 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 subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryCompany, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses forTo the Seller's knowledge, 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 Intellectual Property Rights and the Prospectus as being owned or licensed by them or which are necessary for the conduct Contracts are, from an Intellectual Property Rights point of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelyview, “Intellectual Property”). To the Company’s knowledge, and except as would not reasonably be expected, individually or in the aggregate, sufficient in all material respects to have a Material Adverse Effect: (i) there are no third parties who have rights continue operating the EXP Business as it is presently conducted and as it is contemplated to be conducted by the Seller through the quarter ended June 30, 2001 without infringement of any Intellectual Propertypatent, except for customary reversionary trade secret, trademark or other intellectual property 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 infringement by third parties of any Intellectual Propertyothers. Except as would set forth in Schedule 4.5, the Target Business does not reasonably be expectedown, individually or has ever owned, or licenses, or has ever licensed or obtained, the right to use, any Patents. The Target Business is not using any Trademarks in connection with the EXP Business other than those listed on Exhibit A-2, Section 1 and, the Seller validly owns, beneficially and of record, and holds the entire right, title and interest in and to, all of the Intellectual Property Rights (including, without limitation, the Know-how) used in the aggregateEXP Business conducted by it, to have a Material Adverse Effectfree and clear of any Lien. To the Seller's knowledge, there is no pending orthe operation of the EXP Business does not and will not infringe any patent, trade secret, trademark, intellectual property rights, or any other rights of any nature whatsoever of others. No action, suit or arbitration, or legal, administrative or other proceeding, or governmental investigation, is, to the Company’s knowledgeknowledge of the Seller, threatened actionpending, suitnor, proceeding to the knowledge of the Seller, has any claim been asserted or claim by others: (A) challenging the Company’s rights in or to threatened, which involves any Intellectual PropertyProperty Rights of or used by the Target Business, and and, to the Company is unaware knowledge of any Seller, no state of facts exists under 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, suitarbitration, proceeding or claim; investigation might be based. The Target Business is not subject to any judgment, order, writ, injunction or (C) asserting that the Company decree of any court or any of its subsidiaries infringes federal, state, local or otherwise violatesother governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or wouldany arbitrator, upon nor has the commercialization Target Business entered into or is it a party to any Contract, which restricts or impairs the use 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryRights.

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, 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, 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 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 infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in To the aggregate, to have a Material Adverse EffectCompany’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 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. Except as would not reasonably be expected, individually or in To the aggregate, to have a Material Adverse EffectCompany’s knowledge, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. 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 their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. 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. 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. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries 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 m▇▇▇ 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 in the Pricing Disclosure Package or the Prospectus to be conducted (collectively, “Intellectual Property”). To except where the Company’s knowledge, and except as failure to do so would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: . Except as set forth in the Pricing Disclosure Package, (ia) there are no third parties who have rights party has been granted an exclusive license to use any Intellectual Property, except for customary reversionary rights portion of third-party licensors with respect to such Intellectual Property that is disclosed in owned by the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed Company; (b) 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 such Intellectual Property owned by or exclusively licensed to the Company; (c) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any material Intellectual Property. Except as , and the Company is unaware of any facts which would not reasonably be expected, individually or in the aggregate, to have form a Material Adverse Effect, reasonable basis for any such claim; (d) 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 material 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, to the Company’s knowledge, 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 Company’s business as now conducted infringes 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 valid material 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 action, suit, proceeding or claim. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as otherwise disclosed in the Prospectus, to the Company’s knowledge, 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 ▇▇▇▇ 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 in the Prospectus to be conducted conducted. Except as set forth in the Prospectus, (collectively, “Intellectual Property”). To a) 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 exclusive rights of third parties who have rights to any such 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 ; (b) 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 such Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; (c) 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 such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (d) there is no material pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property; (e) there is no pending or, and to the Company is unaware of any facts which would form a reasonable basis for any such Company’s knowledge, threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries infringes 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 valid 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; (f) to the Company’s knowledge, suit, proceeding there is no U.S. patent or claim. Except as would not reasonably be expected, individually published U.S. patent application which contains claims that dominate or may dominate any Intellectual Property described in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been Prospectus as being owned by or licensed and/or assigned to the Company or that interferes with the issued or pending claims of any subsidiary, such Intellectual Property; and all such agreements are in full force and effect. The product candidates described in (g) there is no prior art of which the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development Company is aware that may render any U.S. patent held by the Company invalid or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, non-provisional U.S. patent application held by the Company unpatentable which has not been disclosed to or any subsidiarycited by the U.S. Patent and Trademark Office during the pendency of such patents and applications.

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, 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, 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 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 infringement material infringement, misappropriation or dilution by third parties of any Intellectual Property. Except as would ; (iii) the Company is not reasonably be expectedinfringing, individually 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, to if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effectmaterial adverse effect on the Company and its subsidiaries, there 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 valid 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 would form a reasonable basis for any such action, suit, proceeding or claimthird party in connection with the Company’s Intellectual Property. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, co-owned by, or exclusively licensed to the Company 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 their employees, consultants or independent contractors, and, to the Company’s knowledge, no 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. 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 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. 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 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. 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 any 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”). 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 (A) Intellectual Property licensed pursuant to non-exclusive licenses or sublicenses, and (B) retained rights and customary reversionary rights of third-party licensors or sublicensors, in each case in (A) and (B), 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 infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Except as set forth in the Disclosure Package and the Prospectus, the Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, possess the inventions, patent applications, patents, right to use 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 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”). To the Company’s knowledge, and except ) as would not reasonably be expected, individually are necessary or in the aggregate, to have a Material Adverse Effect: material (i) there are no third parties who have rights to any Intellectual Propertyconduct their businesses as now conducted, except for customary reversionary rights (ii) in connection with the commercialization of third-party licensors with respect to Intellectual Property that is disclosed the drug candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to being under development by the Company or one or more of its subsidiaries; independently and (iiiii) there is no infringement in connection with the development of the drug candidates described in the Prospectus as being under development by the Company in collaboration with third parties of any Intellectual Propertyparties. Except as would not reasonably be expected, individually or set forth in the aggregateDisclosure Package and the Prospectus, to have a Material Adverse Effect, (a) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding proceeding, or claim by others: (A) others challenging the Company’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 claim; (b) there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding proceeding, or claim by others that the Company infringes, misappropriates, or otherwise violates any Intellectual Property Rights of others, and the Company is unaware of any other facts which would form a reasonable basis for any such claim; (Bc) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding, or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, Property Rights owned 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 (Cd) asserting that to the Company or any Company’s knowledge, the operation of its subsidiaries infringes or otherwise violates, or would, upon Company’s business as now conducted and in connection with the development and commercialization of any product or service the drug candidates described in the Registration StatementProspectus, as being under development by the Time Company (either independently or in collaboration with third parties), does not infringe any claim of Sale Prospectus any patent or the Prospectus as under development, infringe or violate, any valid patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights published patent application; (e) there is no prior art of others, and which the Company is unaware of aware that may render any facts which would form a reasonable basis for any such action, suit, proceeding patent owned or claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, licensed by the Company invalid or any patent application owned or licensed by the Company unpatentable which has not been disclosed to the applicable government patent office; and its subsidiaries have complied with (f) the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned patents, trademarks, and copyrights granted or issued to the Company or any subsidiary, have been duly maintained and all such agreements are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part. The product candidates described Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Time of Sale Prospectus 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 subsidiaryare not described therein in all material respects.

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”). 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 Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. 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 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 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. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

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 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, the Time of Sale Prospectus or the Prospectus (collectively, “Intellectual Property”). 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 subsidiaries; and (ii) there is no infringement by third parties of any granted patents of the Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 or the Prospectus as under development, infringe or violate, violates 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. Except as claim and which would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect, the . The Company and its subsidiaries Subsidiary have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryits Subsidiary, as applicable, and all such agreements are in full force and effect, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryCompany.

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, 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or 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 aggregate, to have a Material Adverse Effectordinary 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. 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 their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. 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. 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. 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 otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient 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 necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire would not reasonably be expected to result in a Material Adverse Change, and, to the Company’s knowledge, the conduct of 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, except as would not reasonably be expected to result in a Material Adverse Change. 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 material 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except , except as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect, the Change. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Registration StatementIntellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the Time execution of Sale Prospectus appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Prospectus 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, except as under development would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with in all material respects; and in all foreign offices having similar requirements, all such requirements have been complied with 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 subsidiary fall within the scope of the claims of one its subsidiaries has been obtained or more patents owned by, or exclusively licensed to, is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Intellectual Property Rights. The Company and its subsidiaries 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 mark 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 in the Disclosure Package and the Final Offering Memorandum to be conducted conducted. Except as set forth in the Disclosure Package and the Final Offering Memorandum, (collectively, “a) no party has been granted an exclusive license to use any portion of such Intellectual Property”). To Property owned by 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 subsidiaries; and (iib) there is no material infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, 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 that 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 that 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 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 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 other fact that would form a reasonable basis for any such actionclaim, suitexcept with respect to clauses (a), proceeding (b), (c), (d) and (e), for such licenses, infringements, actions, suits, proceedings or claim. Except claims as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents 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 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, 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 SEC Filings as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. 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 their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. 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. None of the 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. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus 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 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 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”). 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 (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 subsidiariessubsidiaries and (B) Intellectual Property that has been out-licensed to a third party as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 valid patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. 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 their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. 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. 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. 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. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus: (i) The Company and its subsidiaries own, or have obtained 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”). . (ii) To the Company’s knowledge, and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (iA) 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 infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there . (iii) 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the . (iv) The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. (a) Except as set out in Section 3.19(a) of the Disclosure Letter, the MIC Group owns all right, title and interest in and to the Owned IP existing as of the date hereof free and clear of any Liens and, except for any non-exclusive end user licenses granted to customers of the MIC Group in the ordinary course of Business, and has exclusive rights (and is not contractually obligated to pay any compensation to any other Person in respect of the exercise of such rights) to the use of such Owned IP or the material covered by such Owned IP. The Company and its subsidiaries ownOwned IP existing as of the date hereof does not contain, embody or use, or have obtained valid require for its full and enforceable licenses forproper operation, any Intellectual Property or Technology, except the Licensed IP and any Commercial Software Licenses, owned by any other Person. (b) Each Contract entered into in connection with the Licensed IP existing as of the date hereof is valid, subsisting and in good standing, and there is no material default by any member of the MIC Group under any such Contract nor is there, to the knowledge of the Corporation, any material default by the other parties to such Contract. The applicable member of the MIC Group has the right to sub-license, or to re-sell sub-licences, for the use of the Licensed IP existing as of the date hereof that is currently incorporated in or distributed with, or that the applicable member of the MIC Group has contemplated incorporating in or distributing with, the inventionsMIC Group's products to distributors, patent applicationsresellers and end-users of such products. (c) To the knowledge of the Corporation, patentsnone of the Owned IP existing as of the date hereof nor any service rendered by the MIC Group, 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 nor any product currently 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 (collectivelydeveloped, “Intellectual Property”). To manufactured, produced or used by the Company’s knowledgeMIC Group, and except as would not reasonably be expected, individually or in infringes upon any of 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 Technology or moral rights owned or held by any other Person, and no member of third-party licensors the MIC Group or any of its directors, officers or employees has ever received any charge, complaint, claim, demand or notice alleging any interference, infringement, misappropriation or violation with respect to any Business IP existing as of the date hereof (including any claim that any member of the MIC Group or such other Persons must license or refrain from using any Intellectual Property that is disclosed in or Technology of a third party), nor does the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties Corporation have knowledge of any Intellectual Property. Except as would not reasonably be expected, individually or in valid grounds for any bona fide claims. (d) To the aggregate, to have a Material Adverse Effectknowledge of the Corporation, there is no pending orunauthorized use, infringement or misappropriation of any Owned IP existing as of the date hereof by any other Person. No member of the MIC Group has agreed with any Person not to s▇▇ or otherwise enforce any legal rights with respect to any of such Owned IP. (e) Each member of the MIC Group has taken all commercially reasonable steps (including measures to protect secrecy and confidentiality and obtaining waivers of moral rights) to protect the MIC Group's right, title and interest in and to all Owned IP existing as of the date hereof. All agents and representatives of the members of the MIC Group who have or have had access to confidential or proprietary information of the MIC Group relating to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging Business IP existing as of 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 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. Except as would not reasonably be expected, individually or in the aggregate, to date hereof have a Material Adverse Effect, the Company and its subsidiaries have complied with the terms legal obligation of each agreement pursuant to which Intellectual Property has been licensed and/or assigned confidentiality to the Company or any subsidiary, and all MIC Group with respect to such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope information. (f) All of the claims Owned IP existing as of the date hereof was developed by full-time employees and contractors of one or more patents owned bymembers of the MIC Group during the time they were employed or engaged with such entity as software, information technology or exclusively licensed tohardware developers (the “Developers”). All of the Developers and other employees and contractors who have or have had access to confidential or proprietary information relating to such Owned IP have duly executed and delivered Employee IP Agreements in substantially the same form as set forth in Section 3.19(f) of the Disclosure Schedule to the applicable member of the MIC Group on or before the date of commencement of his or her employment with such entity in the form provided to the Purchaser. No member of the MIC Group has any knowledge of any material breach of any of the Employee IP Agreements. (g) Except as set out in Section 3.19(g) of the Disclosure Letter, no royalty or other amounts are required to be paid by any member of the Company MIC Group in connection with the continued use or exploitation by the MIC Group of any subsidiaryIntellectual Property used in the operation of the Business.

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, 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”). 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 subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents 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”). To the Company’s knowledge, and ) except as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectChange. To the Company and its subsidiaries’ knowledge, and except for such third-party rights or infringements that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change, the conduct of their respective businesses does not and will not infringe, the Company and its subsidiaries do not misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such adjudication. To the Company and its subsidiaries’ 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 infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there There is no pending or, to the Company’s Company and its subsidiaries’ knowledge, threatened 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 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 valid 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryor its subsidiaries, and all such agreements are in full force and effect. To the Company and its subsidiaries’ knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. All employees or contractors engaged on behalf of the Company or any of its subsidiaries in the development of Intellectual Property Rights have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable subsidiary, and no such agreement has been breached or violated. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate employment contracts, patent disclosure agreements, invention assignment agreements, invention assignments, non-competition agreements, non-solicitation agreements, and nondisclosure agreements with their employees, and, with respect to Intellectual Property, to the Company’s knowledge, no employee of the Company of any of its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the applicable subsidiary. 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. None of the Intellectual Property owned by the Company or any of 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 any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary of its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any the applicable subsidiary.. ​

Intellectual Property Rights. The Except as disclosed in the Registration Statement and the Prospectus, the Company and its subsidiaries own, possess, license or have obtained valid other rights to use, or could obtain on commercially reasonable terms, all foreign and enforceable licenses for, the inventionsdomestic patents, patent applications, patentstrade and service marks, trademarkstrade and service ▇▇▇▇ 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 (collectively, “use such Intellectual Property”). To the Company’s knowledge, and except as Property would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Effect: Change. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties who have rights to any such Intellectual PropertyProperty owned by the Company and its subsidiaries, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed licenses granted in the Registration Statementordinary course to third parties, or that could not, individually or in the Time of Sale Prospectus and the Prospectus as licensed aggregate, reasonably be expected to the Company or one or more of its subsidiariesresult in a Material Adverse Change; and (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; (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 and its subsidiaries’ 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; (Biv) 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; (v) 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 and its subsidiaries infringes infringe or otherwise violates, or would, upon the commercialization of violate any product or service described in the Registration Statement, the Time of Sale Prospectus 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; (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), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding Prospectus as being owned by or claim. Except as would not reasonably be expected, individually or in licensed to the aggregate, to have a Material Adverse Effect, Company; and (vii) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any such subsidiary, and all such agreements are in full force and effect. The product candidates described , except, in the Registration Statementcase of any of clauses (i)-(vii) above, the Time of Sale Prospectus and the Prospectus as under development for any such infringement by the Company third parties or any subsidiary fall within such pending or threatened suit, action, proceeding or claim as would not, individually or in the scope of the claims of one or more patents owned byaggregate, or exclusively licensed to, the Company or any subsidiaryreasonably be expected to result in a Material Adverse Change.

Intellectual Property Rights. The Except as disclosed in the Applicable Prospectuses, the Company and each of its subsidiaries own, own or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, possess sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets and other intellectual property similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted and as the Registration Statement, the Time of Sale Prospectus and the Prospectus discloses is proposed to be conducted (including the commercialization of products or services described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for under development); and the expected expiration of any of such Intellectual Property Rights would not impact the Company’s ability to conduct of their respective businesses as currently now conducted or and as currently the Registration Statement, the Time of Sale Prospectus and the Prospectus discloses is proposed to be conducted (collectively, “Intellectual Property”). To including the Company’s knowledge, and except as would not reasonably be expected, individually commercialization of products 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 services described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed under development) except to the Company extent the failure to own, possess or one acquire on reasonable terms would not reasonably be expected, individually or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Propertyin the aggregate, to result in a Material Adverse Change. Except as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange, and except as disclosed in each Applicable Prospectus, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property Rights; (ii) there is no infringement by third parties of any Intellectual Property Rights; (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 rights in or to any Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; (Biv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; (v) 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 subsidiary infringes or otherwise violates, or would, upon the commercialization of any product products or service services described in the Registration Statement, the Time of Sale Prospectus or and the Prospectus as under development, infringe or violate, any valid existing patent, trademark, trade nametradename, 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; (vi) to the Company’s knowledge, there is no prior art that may render any patent application within the Intellectual Property Rights unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (vii) the product candidates described in the Registration Statement, the Time of Sale prospectus and the Prospectus as under clinical development by the Company or its subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiary. Except None of the technology employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, any of its or any of its subsidiary’s officers, directors or employees or otherwise in violation of the rights of any persons, except in each case for such violations as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryChange.

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 ▇▇▇▇ 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 in the Disclosure Package and the Prospectus to be conducted conducted. Except as set forth in the Disclosure Package and the Prospectus under the caption “Business—Trademarks,” (collectively, “a) no party has been granted an exclusive license to use any portion of such Intellectual Property”). To Property owned by the Company; (b) 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 subsidiaries; and (ii) there is no material infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, Company; (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 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) to the Company’s knowledge, 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, 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 Company’s business as now conducted infringes 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 valid 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 action, suit, proceeding or claim. 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 pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property Rights. The Company and its subsidiaries own, possess or license, and otherwise have obtained valid and legally enforceable licenses for, the inventionsrights to use all patents, patent applications, patentstrade and service marks, trademarkstrade and service ▇▇▇▇ registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology and other intellectual property described in the Registration Statementknow-how, except with regard to off-the-shelf software provided by third parties (collectively, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are “Intellectual Property Rights”) necessary for the conduct of their respective businesses the Company’s business as currently now conducted or or, to the knowledge of the Company, as currently proposed in the Applicable Prospectuses to be conducted conducted. Except as disclosed in the Applicable Prospectus, (collectively, “Intellectual Property”). To i) 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 rights of third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to such Intellectual Property Rights that is disclosed in conflict with the Registration Statement, the Time Company’s use or proposed use of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesany such Intellectual Property Rights; and (ii) there the Company is no not aware of any material infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, Property Rights; (iii) there is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to use any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened, action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability 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 threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries infringes 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 valid 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; (vi) to the knowledge of the Company, suit, proceeding there is no patent or claim. Except as would not reasonably be expected, individually published patent application which contains claims that dominate or may dominate any Intellectual Property Rights described in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been Applicable Prospectuses as being owned by or licensed and/or assigned to the Company or that interferes with the issued or pending claims of any subsidiary, such Intellectual Property Rights; and all such agreements are in full force and effect. The product candidates described in (vii) there is no prior art of which the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development Company is aware that may render any patent held or licensed by the Company invalid or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, patent application held by the Company or any subsidiaryunpatentable which has not been disclosed to the appropriate patent office(s) to the extent such disclosure may be required.

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 ▇▇▇▇ 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 in the Disclosure Package and the Prospectus. Except as set forth in the Disclosure Package and the Prospectus, (collectively, “a) no party has been granted an exclusive license to use any portion of such Intellectual Property”). To Property owned by 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 subsidiaries; and (iib) there is no material infringement by third parties of any such Intellectual Property. Except as would not reasonably be expected, individually Property owned by or in exclusively licensed to the aggregate, to have a Material Adverse Effect, 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 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 valid 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, suit, proceeding except for such infringements or claim. Except violations as would not reasonably be expectedcould not, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiaryChange.

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 business does not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property 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, 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 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 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. Except , (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 reasonably be expectednot, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, be reasonably expected to have result in a Material Adverse Effect, there 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 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. Except , except in each case covered by clauses (A) through (C) such as would not reasonably be expectednot, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, be reasonably expected to have result in a Material Adverse EffectChange. To the Company’s knowledge, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property material to the conduct of their businesses has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard the Intellectual Property owned by the Company or its subsidiaries 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, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. 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 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 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 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”). To the Company’s knowledge, and except as would could not reasonably be expected, individually or in the aggregate, 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 subsidiaries; (ii) the Company is not obligated to grant an option or license to any third party in connection with any Intellectual Property owned by, or licensed to, the Company; and (iiiii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the The Company and its subsidiaries have complied complied, in all material respects, with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiary, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus effect as under development by to the Company or any subsidiary fall within and to the scope Company’s knowledge as to the other parties to such agreements. To the knowledge of the claims of one or more Company, all patents and patent applications owned by, or exclusively licensed to, the Company or have been duly and properly filed and maintained. To the knowledge of the Company, the parties prosecuting such patents and patent applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office, and the Company is not aware of any subsidiaryfacts required to be disclosed to such office that were not disclosed to such office and, as such, which would preclude the grant of a patent in connection with any such application.

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 conducted, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”). To the Company’s knowledge, and except for such exceptions as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for 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 subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there 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 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. Except as would not reasonably be expected, individually or The Company has complied in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have complied all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed and/or assigned to the Company or any subsidiaryCompany, and all such agreements are in full force and effect. The product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.