Common use of Intellectual Property Clause in Contracts

Intellectual Property. The Company and its Subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.

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

Intellectual Property. The Company and its Subsidiaries own each Subsidiary owns or possess the valid right possesses sufficient rights to use all (i) valid and enforceable patents, patent applicationsrights, inventions, trade secrets, know-how, trademarks, trademark registrations, service service-marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, copyrights Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property AssetsProperty”) necessary to ), for the conduct of their respective businesses as currently conducted. Neither the Company nor any Subsidiary has received any notice of, and as proposed has no Company Knowledge of, any infringement by others of any Intellectual Property of the Company or any of its Subsidiaries which is reasonably expected to be conductedhave a Material Adverse Effect and the Company is not aware of the unenforceability or invalidity of any patents owned or licensed by the Company or any Subsidiary, and described in the Prospectuswhich is reasonably expected to have a Material Adverse Effect. There is no pending, provided that the foregoing representation is made only or to the Company’s Knowledge as it concerns threatened, claim, action or proceeding against the Company or any of its Subsidiaries with respect to any Intellectual Property. Neither the Company nor any Subsidiary has Company Knowledge of any infringement or improper use by any third party rights and trademarkswith respect to any Intellectual Property of the Company or its Subsidiaries which is reasonably expected to have a Material Adverse Effect. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities taken reasonable security measures to protect the secrecy, confidentiality and value of all of their respective businesses as currently conducted infringeIntellectual Property. All of the licenses and sublicenses and consent, misappropriateand patent assignments, royalty or otherwise violate, valid and enforceable other agreements concerning the Intellectual Property Rights which are necessary for the conduct of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by or any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringeor as currently proposed to be conducted to which the Company or any Subsidiary is a party or by which any of their assets are bound (other than generally commercially available, misappropriatenon-custom, or otherwise violate any off-the-shelf software application programs having a retail acquisition price of less than $25,000 per license) (collectively, “License Agreements”) are valid and enforceable Intellectual Property Rights of any other person. All licenses for the use binding obligations of the Intellectual Property Rights described in the Prospectus Company or its Subsidiaries that are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, parties thereto and, to the Company’s Knowledge, the other parties thereto thereto, enforceable in accordance to its with their terms, except (i) as to the extent that enforcement thereof may be limited by laws of general application relating to bankruptcy, insolvency and insolvency, reorganization, moratorium, fraudulent conveyance or other relief similar laws affecting the enforcement of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects withcreditors’ rights generally, and is not there exists no event or condition which will result in a material violation or material breach in any of or constitute (with or without due notice or lapse of time or both) a material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach default by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of under any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessLicense Agreement.

Intellectual Property. The Company Company, the Bank and its the Subsidiaries own own, or are licensed or otherwise possess the valid right rights to use free and clear of all (i) valid and enforceable Liens all patents, patent applicationsrights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, marks and trade secret rights names (collectively, “Intellectual Property Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses the Subsidiaries as currently conducted, now conducted and as proposed to be conductedconducted as Previously Disclosed, except where the failure to own such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. The Company, the Bank and described the Subsidiaries have the right to use all Proprietary Rights used in or necessary for the Prospectusconduct of their respective businesses without infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, provided that the foregoing representation Bank or any Subsidiary is made only a party and, to the Company’s Knowledge knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as it concerns third party rights and trademarks. The Company and its Subsidiaries Previously Disclosed, no charges, claims or litigation have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringebeen asserted or, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pendingknowledge, by threatened against the Company, the Bank or any other person to Subsidiary contesting the rights right of the Company and its Subsidiaries with respect Company, the Bank or any Subsidiary to use, or the validity of, any Intellectual Property of the Proprietary Rights or Intellectual Property Assets owned challenging or used by questioning the Company validity or its Subsidiaries. To effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s Knowledgeknowledge, no valid basis exists for the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights assertion of any other personsuch charge, claim or litigation. All licenses for and other agreements to which the use of Company, the Intellectual Property Bank or any Subsidiary is a party relating to Proprietary Rights described are in the Prospectus are full force and effect and constitute valid, binding upon, and enforceable by obligations of the Company, the Bank or against the Company such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and its Subsidiariessimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, andand there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except for defaults, if any, which would not have any material impact on the Company, the Bank or any Subsidiary. The validity, continuation and effectiveness of all licenses and other agreements relating to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, Proprietary Rights and the Company has no Knowledge of any breach or anticipated breach current terms thereof will not be affected by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessAgreement.

Intellectual Property. The Company and its Subsidiaries own or possess the valid right to use all (i) have obtained valid and enforceable licenses for or can acquire on reasonable terms all material patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrationsstatutory invention rights, licensesinvention disclosures, trade secret rights (collectivelydesign rights, “Intellectual Property Rights”) and (ii) inventions, rights in technology and software, works of authorshipsdata, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systemssystems or procedures), Internet domain names, trademarks, service marks, business names, trade names, trade dress and any applications (including provisional applications), registrations, or procedures) renewals for any of the foregoing, and other intellectual property and all goodwill therein necessary to carry on the business now operated by them, which are described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned by or licensed to the Company or its subsidiaries (collectively, the “Intellectual Property”). To the Company’s knowledge, there are no rights of third parties to any Intellectual Property Assets”) necessary except for customary reversionary rights of third-party licensors with respect to conduct their respective businesses Intellectual Property. To the Company’s knowledge, no third party has infringed, misappropriated, diluted or otherwise violated any Intellectual Property. To the Company’s knowledge and except as currently conducteddisclosed in the Registration Statement, the General Disclosure Package and as proposed to be conducted, and described in the Prospectus, provided that neither the foregoing representation Company nor any of its subsidiaries is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringeinfringing, misappropriatemisappropriating, diluting or otherwise violating, or has infringed, misappropriated, diluted or otherwise violateviolated, valid and enforceable Intellectual Property Rights any intellectual property rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights third parties. Each of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by subsidiaries is the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use sole owner of the Intellectual Property Rights described owned by it and has the valid and enforceable right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, as applicable. Except as disclosed in the Prospectus are validRegistration Statement, binding uponthe General Disclosure Package and the Prospectus, and enforceable by or against neither the Company and nor any of its Subsidiariessubsidiaries is obligated to pay a material royalty, as the case may begrant a license or option, and, or provide other material consideration to the Company’s Knowledge, the other parties thereto any third party in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, connection with any Intellectual Property licenseProperty. All employees, consultants, agents and contractors engaged in the Company has no Knowledge development of any breach or anticipated breach by any other person of any the Intellectual Property license to which on behalf of the Company or any of its Subsidiaries subsidiaries have executed appropriate invention assignment agreements whereby such employees, consultants, agents and contractors have presently assigned all of their right, title and interest in and to such Intellectual Property to the Company or the relevant subsidiary, as applicable, and to the Company’s knowledge, no such agreement has been breached or violated. To the Company’s knowledge, 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 partyformer employer where the basis of such violation relates to such employee’s employment with the Company or such subsidiary. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened or notices of action, suit, proceeding or claim by others: (A) challenging the Company’s 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, misappropriates, dilutes or otherwise violates, or would, upon the manufacturing or commercialization or marketing of any product or service described in the Registration Statement, the General Disclosure Package and the Prospectus as under development, infringe, misappropriate, dilute or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and each of its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such subsidiary, and all such agreements are in full force and effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, no claim has been made against government funding, facilities or resources of a university, college, other educational institution or research center was used in the Company alleging the infringement development of any Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries that would confer any patentgovernmental agency or body, trademarkuniversity, service xxxxcollege, trade name, copyright, trade secret, license in other educational institution or other intellectual property right research center any claim or franchise right of ownership to any person. The Company has taken reasonable steps to protect, maintain and safeguard its such Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessProperty.

Intellectual Property. The (i) Except as set forth in the SEC Reports, Parent and its Subsidiaries (excluding the Company and its Subsidiaries) exclusively own the KFC, PIZZA HUT and TACO XXXX Trademarks; the Company or its Subsidiaries exclusively owns the EAST DAWNING, LITTLE SHEEP and ATTO PRIMO Trademarks; and (ii) except as set forth in the SEC Reports or the Company Financial Statements and except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (A) Parent, Company or a Subsidiary exclusively owns all other material proprietary Intellectual Property used in the conduct of the China Division as currently conducted, in each case in China, free and clear of any Encumbrances; (B) the Company or its Subsidiaries own or possess the valid right are licensed to use use, all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “other Intellectual Property Rights”) and (ii) inventions, software, works used in the conduct of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses the China Division as currently conducted; (C) all registered Intellectual Property that is owned by Parent, the Company or the Subsidiaries and as proposed to be conducted, and described used in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses China Division as currently conducted infringeis subsisting and unexpired, misappropriate, or otherwise violateand to the Knowledge of the Company, valid and enforceable enforceable; and the use of such Intellectual Property Rights by the Company or its Subsidiaries does not infringe upon, misappropriate or otherwise violate the Intellectual Property rights of any other person, and have not received written notice of any challenge, which is Person; (D) to the Knowledge of the Company’s Knowledge still pending, by no Person is infringing, misappropriating or otherwise violating any other person to the rights right of the Company and or any of its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by and/or exclusively licensed to the Company or any of its Subsidiaries. To ; (E) there is no claim or proceeding pending or, to the Knowledge of the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, threatened (including cease-and-desist letters or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or invitations to take patent license) against the Company and or any of its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except Subsidiaries challenging their respective use of Intellectual Property; (iF) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any no Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach owned by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement being used by or enforced by the Company or any of any patent, trademark, service xxxx, trade name, copyright, trade secret, license its Subsidiaries in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps a manner that would reasonably be expected to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss abandonment, cancellation or impairment unenforceability of such Intellectual Property; and (G) the Company or payment its Subsidiaries use commercially reasonable efforts to protect and maintain the security, operation and integrity 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, all material systems and Computer Software (and all data stored therein or hold for use any of the Intellectual Property Rights as owned, processed thereby) used or held for use in the conduct of the business China Division as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, conducted 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 there have been asserted no material breaches, outages, violations or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material access to the Company’s businesssame.

Intellectual Property. The Company and its the Company Subsidiaries own or possess have the valid right to use pursuant to license, sublicense, agreement or permission all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) trademark and (ii) inventions, software, works of authorships, trademarks, service marksservicemark applications, trade names, databasescopyrights, formulaetrade secrets, know domain names, know-how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systemssoftware, or procedures) intellectual property, and proprietary rights (collectively, “"Intellectual Property Assets”Property") necessary to conduct for their respective businesses business as currently conducted, and as proposed to be conducted, and described in the ProspectusFiled SEC Reports, provided that in each case except where the foregoing representation is made only failure to own or have such right, individually or in the aggregate, have not had, or are not reasonably likely to have, a material impact on the Company and the Company Subsidiaries taken as a whole. To the Knowledge of the Company’s Knowledge as it concerns third party rights , all material registered Intellectual Property owned by the Company and trademarksthe Company Subsidiaries is valid and enforceable. The Company and its the Company Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid taken all reasonable steps necessary to protect and enforceable maintain the material Intellectual Property Rights they purport to own and to secure assignment of any other personsuch Intellectual Property from its employees and contractors, and have not received written notice as applicable. To the Knowledge of any challenge, which is to the Company’s Knowledge still pending, by any other person to Company the rights operation of the businesses of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company Subsidiaries has not in the last two (2) years infringed, misappropriated, or its Subsidiaries. To the Company’s Knowledgeotherwise violated, the Company and its Subsidiaries’ respective businesses as currently conducted do does not infringe, misappropriate, or otherwise violate any valid and enforceable the Intellectual Property Rights of any other personPerson. All licenses for Neither the use Company nor any of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, andSubsidiaries has received any written or, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company, oral communications alleging that the Company or any of its the Company Subsidiaries is a party. Except as described has infringed, misappropriated, or otherwise violated the Intellectual Property of any other Person, in each case other than any such infringement, misappropriation, or other violation which, individually or in the Prospectusaggregate, no claim has been made against have not had, or are not reasonably likely to have, a material impact on the Company alleging the infringement by and the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any personSubsidiaries taken as a whole. The Company has and the Company Subsidiaries have taken reasonable steps measures to protectprevent the unauthorized dissemination or publication of their confidential information and, maintain and safeguard its Intellectual Property Rights, including to the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect ofextent contractually required to do so, the Company’s right to own, use, or hold for use any confidential information of third parties in their possession. To the Intellectual Property Rights as owned, used or held for use in the conduct Knowledge of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct last three (3) years neither the Company nor any of the Company’s business. No claims have been asserted Company Subsidiaries has experienced any incident in which confidential or threatened against the Company alleging a violation of any person’s privacy or personal information or data rightssensitive information, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacypayment card data, 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, modificationpersonally identifiable information, or other misuse. The protected information relating to individuals was or may have been stolen or improperly accessed, including any breach of security and neither the Company nor any of the Company Subsidiaries has taken commercially reasonable measures received any written notices or complaints from any Person with respect thereto, in each case except where any such incident, individually or in the aggregate, have not had, or are not reasonably likely to obtain ownership of all works of authorship and inventions made by its employeeshave, consultants and contractors during the time they were employed by or under contract with a material impact on the Company and that are material to the Company’s businessCompany Subsidiaries taken as a whole.

Intellectual Property. The Executive agrees that he shall make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software and works of authorship, whether or not patentable or copyrightable, which are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during the Term or within one (1) year thereafter (whether or not during normal working hours, on the premises of the Company or using Company's equipment or Confidential Information), which relate to the present or planned business or research and development of the Company (all of which are collectively referred to as "Developments"). All right, title and interest in the Developments, whether or not used by the Company, shall, from the inception of development, be exclusively and perpetually the property of the Company, free of any claim whatsoever by the Executive or any third party deriving any rights from the Executive. Any such Developments shall be deemed "works made for hire" within the meaning of the U.S. Copyright Act and any other applicable U.S. or foreign laws relating to intellectual property, and the Executive understands and acknowledges that the Company shall own all right, title and interest in and to the Developments, including without limitation copyright, patent and trademark rights, throughout the world. To the extent that any Developments shall not be deemed "works made for hire," the Executive hereby assigns to the Company any of its Subsidiaries own or possess right, title and interest in and to all worldwide intellectual proprietary rights, including but not limited to all worldwide copyrights, trade secrets, patent rights and trademark rights, in and to all of the valid right Developments, and agrees to use cooperate fully with the Company, both during and after the Term, with respect to the procurement, maintenance and enforcement of patents, copyrights and other intellectual property rights, throughout the world, with respect to the Developments. The Executive shall sign all (i) valid and enforceable patentspapers, including, without limitation, patent applications, trademarkscopyright applications, trademark registrationsdeclarations, service marksoaths and formal assignment documents, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, which the Company may deem necessary or procedures) (collectively, “Intellectual Property Assets”) necessary appropriate to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party protect its rights and trademarksinterests in any Development. The Company and its Subsidiaries have not received Executive hereby appoints any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights officer of the Company as the Executive's attorney-in-fact to execute any such documents in the name and its Subsidiaries with respect on behalf of the Executive in the event that the Executive fails to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To execute and deliver such documents within thirty (30) days after the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business's request.

Intellectual Property. The Company Except as set forth in Schedule 3.14, each Group Member owns or has a valid and its Subsidiaries own or possess the valid continuing right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works that is necessary for the operations of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringefree and clear of all Liens (except Permitted Liens), misappropriate, other than where a failure to own or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to license any Intellectual Property Rights could not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. All necessary registration, maintenance, renewal and other relevant filing fees in connection with any of the Intellectual Property Assets owned that is the subject of a registration or used by an application for registration have been timely paid, and all necessary documents, certificates and filings in connection with the Company or its SubsidiariesIntellectual Property have been timely filed with the relevant Governmental Authority and internet domain name registrar(s) for the purpose of maintaining such Intellectual Property and all registrations and applications therefor. To The conduct and operations of the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do of each Group Member does not infringe, misappropriate, dilute, violate or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach impair in any material respect nor any Intellectual Property owned by any other Person, other than as could not reasonably be expected to have a Material Adverse Effect. No other Person has received in writing contested any asserted right, title or threatened claim interest of breach any Group Member in, or relating to, or the validity of, any material Intellectual Property, and no allegations have been made of any infringement, misappropriation or violation by any Group Member, and no Person is infringing, misappropriating or violating any material Intellectual Property licenseowned or exclusively licensed by any Group Member, and no Group Member has made or threatened to make any claim relating to the Company foregoing, other than, in each case, as could not reasonably be expected, in the aggregate, to have a Material Adverse Effect. No holding, injunction, decision or judgment has no Knowledge of any breach or anticipated breach been rendered by any Governmental Authority, and no Group Member has entered into any settlement stipulation or other person agreement (except license agreements in the ordinary course of business) which would limit, cancel, or question the validity of the Group Member’s rights in any Intellectual Property license to which the Company or any of its Subsidiaries is a partyProperty. Except as described Each Group Member has taken all actions that in the Prospectusexercise of their reasonable business judgment should be taken to protect their Intellectual Property, no claim has been made against except where the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any personfailure to do so could not reasonably be expected to have a Material Adverse Effect. The Company has taken reasonable steps to protect, maintain and safeguard its All material Intellectual Property Rights, including the execution of appropriate nondisclosure owned or purportedly owned by a Group Member is valid and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessenforceable.

Intellectual Property. (a) (i) The conduct of the business of the Company and the Subsidiaries as currently conducted and as currently contemplated to be conducted and the use of the Company Owned Intellectual Property and the Company Licensed Intellectual Property in connection therewith do not conflict with, infringe upon, misappropriate or otherwise violate the Intellectual Property rights of any third party in any material respect, and no claim has been asserted to the Company or any Subsidiary that the conduct of the business of the Company and the Subsidiaries as currently conducted or as currently contemplated to be conducted conflicts with, infringes upon or may infringe upon, misappropriates or otherwise violates the Intellectual Property rights of any third party; (ii) with respect to each item of Company Owned Intellectual Property, the Company or a Subsidiary is the exclusive owner of the entire unencumbered right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the continued operation of its Subsidiaries own respective business without limitation in any material respect; (iii) with respect to each item of Company Licensed Intellectual Property, the Company or possess a Subsidiary has the valid right to use all such Company Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property; (iiv) to the knowledge of the Company, the Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (v) to the knowledge of the Company, no Person is engaging in any activity that infringes upon or misappropriates the Company Owned Intellectual Property; (vi) to the knowledge of the Company, each license of the Company Licensed Intellectual Property is valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses except as currently conducted, and as proposed to may be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and insolvency, reorganization or other relief similar laws affecting the enforcement of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies creditors’ rights generally and by general principles of equity. The Company has complied in ), is binding on all material respects withparties to such license, and is not in full force and effect; (vii) to the knowledge of the Company, no party to any license of the Company Licensed Intellectual Property is in breach in thereof or default thereunder; and (viii) neither the execution of this Agreement nor the consummation of the Transactions shall adversely affect any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge rights of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against Subsidiary with respect to the Company alleging the infringement by Owned Intellectual Property or the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Licensed Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessrespect.

Intellectual Property. The Company Investview and its Subsidiaries subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrationsinventions, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, information or procedures) ), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property AssetsProperty”) necessary to conduct their respective businesses business as presently conducted and currently conducted, and as proposed contemplated to be conducted, and described conducted in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, future and, to the Company’s Knowledgeknowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the other parties thereto in accordance to its termsconduct of their respective businesses, except (i) as limited by laws of general application relating to bankruptcyhas infringed, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performancemisappropriated, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects withconflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and is not in breach in none of Investview or its subsidiaries have received any material respect nor has received in writing any asserted heretofore unresolved communication or threatened claim notice of breach infringement of, misappropriation of, conflict with or violation of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or entity. Neither Investview nor any of its Subsidiaries is a party. Except subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the ProspectusSEC Reports or as otherwise currently conducted, no claim has been made against the Company alleging the infringement by the Company of any patentsuch parties would infringe, trademarkmisappropriate, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, useconflict with, or hold for use violate, any of the Intellectual Property Rights as ownedof any other person or entity. Investview knows of no infringement, used misappropriation or held for use violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the conduct confidentiality of all of their confidential information and trade secrets. None of the business as currently conducted. The Company Intellectual Property employed by Investview or its subsidiaries has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, been obtained or held for use is being used by the Company Investview or its subsidiaries in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy contractual obligation binding on Investview or personal information any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or data rightsemployees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and the consummation of the transactions contemplated hereby will its subsidiaries are not breach subject to any judgment, order, writ, injunction or otherwise cause any violation decree of any law related court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to privacyany agreement made in settlement of any pending or threatened litigation, data protection, which materially restricts or the collection and impairs their use of personal information collected, used, any Intellectual Property or held for use by the Company which would reasonably be expected to result 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 has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessa Material Adverse Effect.

Intellectual Property. The Except as described in the Registration Statement or in any document incorporated by reference therein, the Company and its each of the Subsidiaries hold all material licenses, certificates and permits from governmental authorities which are necessary to the conduct of their businesses in the manner in which they are being conducted; the Company and the Subsidiaries each own or possess the valid right to use all (i) valid and enforceable patents, patent applicationsrights, trademarks, trademark registrationstrade names, service marks, service xxxx registrations, Internet domain name registrationsnames, copyrights, copyright registrationslicense rights, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property know-how (including trade secrets and other unpatented and/or and unpatentable proprietary or confidential information, systems, systems or procedures) and other intellectual property rights (collectively, “Intellectual Property AssetsProperty”) necessary to conduct carry on their respective businesses as currently conducted, and as proposed to be conducted, and described business in all material respects in the Prospectus, provided that the foregoing representation manner in which it is made only being conducted; to the Company’s Knowledge as it concerns third party rights knowledge, neither the Company nor any of the Subsidiaries has infringed, and trademarksnone of the Company or the Subsidiaries have received notice of conflict with, any Intellectual Property of any other person or entity. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable has taken all steps reasonably necessary to secure ownership interests in Intellectual Property Rights created for it by any contractors. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described therein in all material respects. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person, person or entity that are required to be set forth in the Prospectus and have are not received written notice described therein in all material respects. None of any challenge, which is the technology employed by the Company and material to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights business has been obtained or Intellectual Property Assets owned or is being used by the Company or its Subsidiaries. To the Company’s Knowledge, in violation of any contractual obligation binding on the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, andor, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach ofknowledge, any Intellectual Property licenseof its officers, and directors or employees or, to the Company’s knowledge, otherwise in violation of the rights of any persons; the Company has no Knowledge of not received any breach written or anticipated breach by any other person of any Intellectual Property license to which oral communications alleging that the Company has violated, infringed or any of conflicted with, or, by conducting its Subsidiaries is a party. Except business as described set forth in the Registration Statement, the General Disclosure Package and the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patentwould violate, trademarkinfringe or conflict with, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used of any other person or held for use in the conduct of the business as currently conductedentity. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use knows of personal information collected, used, or held for use no infringement by the Company in the conduct others of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed Intellectual Property owned by or under contract with the Company and that are material licensed to the Company’s business.

Intellectual Property. The Company and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property used in or necessary for the conduct of its business as currently conducted. The use of any Intellectual Property by the Company and its Subsidiaries own does not, to the knowledge of the Company, infringe on or possess otherwise violate the valid rights of any person and is in accordance with any applicable license pursuant to which the Company or any Company Subsidiary acquired the right to use all (i) valid and enforceable patentsany Intellectual Property. No person is challenging, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, infringing on or otherwise violate, valid and enforceable Intellectual Property Rights of violating any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights right of the Company and or any of its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by and/or licensed to the Company or its Subsidiaries. To the Company’s Knowledge, Neither the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate nor any valid and enforceable Intellectual Property Rights Company Subsidiary has received any written notice of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, pending claim with respect to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach used by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, Company Subsidiary and no claim has been made against the Company alleging the infringement Intellectual Property owned and/or licensed by the Company of or any patent, trademark, service xxxx, trade name, copyright, trade secret, license Company Subsidiary is being used or enforced in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps a manner that would be expected to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss abandonment, cancellation or impairment unenforceability of such Intellectual Property. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or payment renewal of any additional amounts with respect tosuch registration or application; inventions, nor require the consent of discoveries and ideas, whether patentable or not, in any other person jurisdiction; patents, applications for patents (including divisions, continuations, continuations in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protectionpart and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the collection and use of personal information collected, used, or held for use disclosure thereof by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy ; writings and other works, whether copyrightable or personal information not, in any jurisdiction; and registrations or data rightsapplications for registration of copyrights in any jurisdiction, and the consummation of the transactions contemplated hereby will not breach any renewals or otherwise cause extensions thereof; and any violation of any law related to privacy, data protection, similar intellectual property 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 has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessproprietary rights.

Intellectual Property. The Except as set forth in Section 4.14 of the Company Disclosure Schedule, or as could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its the Company Subsidiaries own or possess the adequate licenses or other valid right rights to use all (i) valid and enforceable patents, patent applicationsrights, trademarks, trademark registrationsrights, service markstrade names, service xxxx registrationstrade dress, Internet domain trade name registrationsrights, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade namessecrets, databasesapplications for trademarks and for service marks, formulae, know how, Internet domain names know-how and other intellectual property (including trade secrets proprietary rights and other unpatented and/or unpatentable proprietary confidential information, systems, information used or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their held for use in connection with the respective businesses of the Company and the Company Subsidiaries as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation Company is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights unaware of any other person, and have not received written notice assertion or claim challenging the validity of any challenge, which is to of the Company’s Knowledge still pending, by any other person to the rights foregoing. Section 4.14 of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s KnowledgeDisclosure Schedule lists all material licenses, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency sublicenses and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license agreements to which the Company or any of its Subsidiaries Company Subsidiary is a party and pursuant to which (i) any third party is authorized to use any intellectual property right of the Company or any Company Subsidiary and (ii) the Company or any Company Subsidiary is authorized to use any intellectual property rights (other than pursuant to shrink-wrap licenses and software licenses) of a third party, and includes the identity of all parties thereto, a description of the nature and subject matter thereof, the royalty provisions, if any, therein and the term thereof. Except as described set forth in the Prospectus, no claim has been made against Section 4.14 of the Company alleging Disclosure Schedule, the infringement by conduct of the respective businesses of the Company of and the Company Subsidiaries as currently conducted does not conflict in any way with any patent, patent right, license, trademark, service xxxxtrademark right, trade dress, trade name, copyrighttrade name right, trade secret, license in service xxxx or other intellectual property right or franchise right copyright of any person. The Company has taken reasonable steps third party that could not reasonably be expected to protecthave, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result individually or in the loss or impairment of or payment of any additional amounts with respect toaggregate, nor require a Company Material Adverse Effect. To the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with 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 knowledge of the Company’s business. No claims have been asserted , there are no infringements of any proprietary rights owned by or threatened against licensed by or to the Company alleging a violation of or any person’s privacy Company Subsidiary that could reasonably be expected to have, individually or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The aggregate, a Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessMaterial Adverse Effect.

Intellectual Property. (a) Section 4.15(a) of the Company Disclosure Letter contains a detailed description of all Intellectual Property (a) owned by the Company or any of the Subsidiaries (the "Company Intellectual Property") or (b) licensed, used or held for use by the Company or any of the Subsidiaries in the conduct of their businesses ("Licensed Intellectual Property"). The Company and its the Subsidiaries own or possess the valid right to use all have (i) valid all right, title and enforceable patentsinterest in and to all Company Intellectual Property, patent applicationsfree and clear of all Encumbrances, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) other than Permitted Encumbrances and (ii) inventionsall necessary proprietary rights in and to all Intellectual Property, softwareincluding Licensed Intellectual Property, works of authorshipsused in, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systemsnecessary for, or procedures) (collectivelyheld for use in, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, now conducted and as proposed to be conducted, free and described clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth in Section 4.15(a) of the ProspectusCompany Disclosure Letter, provided that the foregoing representation is made only there are no outstanding contracts or Orders relating to the Company’s Knowledge as it concerns third Company Intellectual Property. Neither the Company nor any of the Subsidiaries (y) is bound by or a party rights and trademarks. The Company and its Subsidiaries have not received to any opinion from their legal counsel concluding that contract of any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable kind with respect to the Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries except with respect to any a license contract regarding Licensed Intellectual Property Rights or (z) has received any communication alleging that it has infringed or, by conducting its business as proposed, would infringe the Intellectual Property Assets owned or used by rights of any third person. Neither the Company or its Subsidiaries. To execution and delivery of this Agreement nor the carrying on of the Company’s Knowledge, 's and the Company and its Subsidiaries’ respective ' businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of proposed to be conducted will infringe the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right rights of any person. The Company has taken reasonable steps to protect; alter, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss impair or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of any Company Intellectual Property or Licensed Intellectual Property; or conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract by which the Company or any of the Subsidiaries is bound or to which it is a party. To the Company’s right to own's knowledge, there has been, and there is no unauthorized use, infringement or hold misappropriation of the Company Intellectual Property or Licensed Intellectual Property by any third party (including licensees, retailers, employees, former employees and contract workers). All of the rights within the Company Intellectual Property and Licensed Intellectual Property are valid, enforceable and subsisting, and there is no claim or demand of any person pertaining to, or any Action that is pending or, to the Company's knowledge, threatened, that challenges the rights of the Company or its Subsidiaries in respect of any Company Intellectual Property or Licensed Intellectual Property or the validity, enforceability or effectiveness thereof. No person has any option with respect to Company Intellectual Property. The Company Intellectual Property and the Licensed Intellectual Property constitute all Intellectual Property necessary for the operation of the Company's and Subsidiaries' respective businesses as currently conducted or proposed to be conducted. Neither the Company nor any Subsidiary is in default (or would with the giving of notice or lapse of time be in default) under any material license to use any of the Licensed Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessProperty.

Intellectual Property. The (i) Section 3.01(p)(i) of the Company Disclosure Schedule sets forth, as of the date hereof, a complete and accurate list (in all material respects) of all patents and applications therefor, registered trademarks and applications therefor, domain name registrations and copyright registrations (if any) that, in each case, are owned by or licensed to the Company or any of its Subsidiaries and are material to the conduct of the business of the Company and its Subsidiaries own Subsidiaries, taken as a whole, as currently conducted. Such intellectual property rights required to be listed in Section 3.01(p)(i) of the Company Disclosure Schedule, together with any tradename rights, trade secret or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marksknow how rights, service xxxx registrationsrights, Internet domain name registrationstrademark rights, copyrightspatent rights, copyright registrationsintellectual property rights in computer programs or software or other type of intellectual property rights, licensesin each case, trade secret rights (collectivelythat are owned or licensed by the Company or any of its Subsidiaries and are material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, are collectively referred to herein as “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable All Intellectual Property Rights are either (x) owned by the Company or a Subsidiary of the Company free and clear of all Liens or (y) licensed to the Company or a Subsidiary of the Company free and clear (to the Knowledge of the Company) of all Liens, except where the failure to so own or license such Intellectual Property Rights individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. There are no claims pending or, to the Knowledge of the Company, threatened with regard to the ownership or, to the Knowledge of the Company, licensing by the Company or any of its Subsidiaries of any other person, and Intellectual Property Rights which individually or in the aggregate has had or would reasonably be expected to have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights a Material Adverse Effect. Each of the Company and its Subsidiaries with respect owns, is validly licensed or otherwise has the right to any use all Intellectual Property Rights Rights, except where the failure to own, have a valid license or Intellectual Property Assets owned otherwise have rights to use individually or used in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. The execution and delivery of this Agreement by the Company or its Subsidiaries. To do not, and the Company’s Knowledge, consummation by the Company of the Merger and its Subsidiaries’ respective businesses as currently conducted do not infringethe other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will not, misappropriateconflict with, or otherwise violate result in any valid and enforceable Intellectual Property Rights violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any other person. All licenses for obligation or to the use loss of the Intellectual Property Rights described a benefit under, or result in the Prospectus are valid, binding creation of any Lien in or upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property licenseRight, and in each case that individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect. Section 3.01(p)(i) of the Company has no Knowledge Disclosure Schedule sets forth, as of any breach or anticipated breach by any other person of any Intellectual Property license to the date hereof, all Contracts under which the Company or any of its Subsidiaries is a partyobligated to make payments to third parties for use of any Intellectual Property Rights with respect to the commercialization of any products that are, as of the date hereof, being sold, manufactured by or under development by the Company or any of its Subsidiaries and for which such payments are in excess of $2,000,000 per year for any single product. Except as The aggregate amount of all such payments that the Company and its Subsidiaries are obligated to make under any Contract of the type described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and immediately preceding sentence that are material not required to the Company’s businessbe disclosed pursuant to such sentence does not exceed $10,000,000 per year.

Intellectual Property. The Company Any and its Subsidiaries own or possess the valid right to use all (i) valid and enforceable patentsimprovements, patent applicationsinventions, designs, ideas, works of authorship, copyrightable works, discoveries, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasessecrets, formulae, know processes, techniques, know-how, Internet domain names and data, whether or not patentable (collectively "Products"), made or conceived or reduced to practice or learned by Executive, either along or jointly with others, during the period of Executive's employment (whether or not during normal working hours) that are related to or useful in the actual or anticipated business of the Corporation, or result from tasks assigned Executive by the Corporation or result from Executive's use of premises or equipment owned, leased, or contracted for by the Corporation (a) during the period of this Agreement, or (b) within a period of one year after the Date of Termination, which may be directly or indirectly useful in, or relate to, the business of the Corporation, shall be promptly and fully disclosed by Executive to the Board and, if such intellectual property was made, developed or created pursuant to Executive's employment hereunder, such intellectual property shall be the Corporation's exclusive property as against Executive, and Executive shall promptly deliver to an appropriate representative of the Corporation as designated by the Board all papers, drawings, models, data and other intellectual property (including trade secrets material relating to any invention made, developed or created by him as aforesaid. Executive shall, at the request of the Corporation and other unpatented and/or unpatentable proprietary confidential informationwithout any payment therefor, systems, execute any documents necessary or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described advisable in the Prospectus, provided that opinion of the foregoing representation is made only Corporation's counsel or direct issuance of patents or copyrights to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries Corporation with respect to such Products as are to be the Corporation's exclusive property as against Executive or to vest in the Corporation title to such Products as against executive. The expense of securing any Intellectual Property Rights such patent or Intellectual Property Assets owned or used copyright shall be borne by the Company Corporation. Executive shall be compensated, in accordance with the Corporation's "Creative Awards" standard policy, for all Products created or its Subsidiaries. To developed by the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, Executive either prior to her employment (if delivered to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (iCorporation) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessterm of her Employment.

Intellectual Property. The Company and its the Subsidiaries own own, or possess the valid right to use all (i) valid and enforceable patentstrademarks, trade names, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrationsrights, copyrights, copyright registrationsdomain names, licenses, approvals, trade secret rights secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to for the conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringebusinesses, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights the Company is not aware of any other person, and have not received written notice of any challenge, which is claim to the Company’s Knowledge still pending, contrary or any challenge by any other person Person to the rights of the Company and its the Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariesforegoing. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses Except as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are validSEC Reports, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, (i) to the Company’s Knowledge, the other parties thereto in accordance Company’s business as now conducted and as proposed to its terms, except (i) as limited by laws be conducted does not and will not infringe or conflict with any Intellectual Property Rights or franchise right of general application relating to bankruptcy, insolvency and other relief of debtors any Person and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company or any of its licensees or other third parties of any Intellectual Property Rights or franchise right of any Person, except for such as would not have a Material Adverse Effect. Each employee of and consultant to the Company and its Subsidiaries has entered into a confidentiality and invention assignment agreement in favor of the Company or its applicable Subsidiary as a condition of the employment or retention of services of such employee or consultant, except where failure to enter into such an agreement would not have a Material Adverse Effect. Except for matters relating to third parties expressly identified and named in the SEC Reports: (A) to the Company’s Knowledge, there are no rights of third parties to any Intellectual Property Rights owned by or licensed to the Company or any of the Subsidiaries that conflict with the rights of the Company or the Subsidiaries related to such Intellectual Property Rights, except for any such rights that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) to the Company’s Knowledge, there is no infringement by third parties of any Intellectual Property Rights owned by or licensed to the Company or the Subsidiaries that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) other than in connection with assertions or inquiries made by patent office examiners in the ordinary course of the prosecution of the patent applications of the Company or the Subsidiaries, there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or other claim by others challenging the rights of the Company or any of the Subsidiaries in or to, or alleging the violation of any of the terms of, or challenging the validity, enforceability or scope of, any Intellectual Property Rights owned by or licensed to the Company or the Subsidiaries, except for any such claims that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, to the Company’s Knowledge, there are no facts that would form a reasonable basis for any such claim; (D) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or other claim by others that the Company or any of the Subsidiaries, or any of their respective licensees, infringes or otherwise violates, or would infringe or otherwise violate upon commercialization of its products and product candidates, any patent, trademark, service xxxx, trade name, copyright, trade secret, license in secret or other intellectual property right or franchise right proprietary rights of any person. The Company has taken reasonable steps others, and to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to ownKnowledge, usethere are no facts that would form a reasonable basis for any such claim by others that the Company or any of the Subsidiaries, or hold any of their respective licensees, infringes or otherwise violates, or would infringe or otherwise violate upon commercialization of its products and product candidates, any Intellectual Property Rights of others, except, in each case in this clause (D), for use any such claims that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) to the Company’s Knowledge, there is no patent or patent application that contains claims that conflict with any Intellectual Property Rights necessary for the conduct of the businesses of the Company or any of the Subsidiaries as currently or contemplated to be conducted, except for such as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (F) to the Company’s Knowledge, none of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with 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 or the Subsidiaries in the conduct of the Company’s business. No claims have their businesses has been asserted obtained or threatened against is being used by the Company alleging a or the Subsidiaries in violation of any person’s privacy or personal information or data rightscontractual obligation binding on the Company, and the consummation any of the transactions contemplated hereby will not breach or otherwise cause any Subsidiaries in violation of the rights of any law related Persons, except for such as would not have or reasonably be expected to privacyhave, data protection, individually 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 accessaggregate, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessa Material Adverse Effect.

Intellectual Property. The Company and its Subsidiaries subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “"Intellectual Property Assets”") necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, conducted and described in the General Disclosure Package and the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s their Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariessubsidiaries. To the Company’s Knowledge, the Company and its Subsidiariessubsidiaries’ respective businesses as currently now conducted do not infringegive rise to any infringement of, misappropriateany misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, of any Intellectual Property license, and the Company has no Knowledge knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license to which the Company or any of its Subsidiaries is a partylicense. Except as described in the ProspectusGeneral Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated 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 's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.

Intellectual Property. The Company and its Subsidiaries own or possess Section 5.17 of the valid right to use all Apple Disclosure Schedule identifies (i) valid all applied for and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) registered trademarks and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasesdomain names, formulaeregistered copyrights, know howpending and issued patents owned, Internet domain names used or licensed by or to Apple or any of its Subsidiaries that are material to the conduct of the business of Apple and other intellectual property its Subsidiaries, and (including trade secrets ii) all agreements and other unpatented and/or unpatentable proprietary confidential informationlicenses relating to trademarks, systemstechnology, know-how or processes that Apple or its Subsidiaries is licensed or authorized to use, or procedures) which it licenses or authorizes others to use, that is material to the conduct of the business of Apple and its Subsidiaries (collectively, the “Apple Intellectual Property AssetsProperty”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks). The Company Apple and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringeown and possess all rights, misappropriatetitle and interest in and to, or otherwise violateas of the Closing, valid will own and enforceable possess all rights, title and interest in and to, free and clear of all Encumbrances, all of the Apple Intellectual Property Rights and, as of any other personthe Closing, all of the Apple Intellectual Property will be in the name of Apple or its Subsidiaries. Apple and its Subsidiaries own or have not received written notice of any challenge, which is the right to use the Company’s Knowledge still pending, by any other person to Apple Intellectual Property without infringing or violating the rights of any third parties, except where such infringement or violation would not, individually or in the Company and aggregate, reasonably be expected to have an Apple Material Adverse Effect. No consent of any third party will be required for the use by the Surviving Corporation or its Subsidiaries of the Apple Intellectual Property after the Effective Time. There are no claims asserted in writing by any Person against Apple or any of its Subsidiaries regarding the ownership of or the right to use any Apple Intellectual Property or challenging the rights of Apple or any of its Subsidiaries with respect to any of the Apple Intellectual Property Rights which would, individually or Intellectual Property Assets owned or used by in the Company or its Subsidiariesaggregate, reasonably be expected to have an Apple Material Adverse Effect. To the Company’s KnowledgeKnowledge of Apple as of the date hereof, there is no infringement or misappropriation of the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Apple Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessPerson.

Intellectual Property. The Except as disclosed in the Prospectus, the Company and or its Subsidiaries subsidiaries own or possess the valid lawful right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx mxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, conducted and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s their Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariessubsidiaries. To the Company’s Knowledge, the Company and its Subsidiariessubsidiaries’ respective businesses as currently now conducted do not infringegive rise to any infringement of, misappropriateany misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other respective parties thereto in accordance to its with their respective terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, of any license of its Intellectual Property licenseRights, and the Company has no Knowledge knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license to which the Company or any of its Subsidiaries is a partylicense. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxxmxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership For purposes of all works of authorship and inventions made by its employeesthis paragraph, consultants and contractors during the time they were employed by or under contract with the Company and that are material its subsidiaries shall be deemed to refer to (1) Albireo Limited and its subsidiaries as they existed prior to the Company’s businessShare Exchange Closing Date and (2) the Company and its subsidiaries solely from and after the Share Exchange Closing Date.

Intellectual Property. The Each of the Company and its Subsidiaries own owns or possess is duly licensed (and, in such event, has the valid unfettered right to grant sublicenses) to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrationsapplications, trade names, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrationsapplications, licenses, trade secret rights (collectivelypermits, “Intellectual Property Rights”) and (ii) inventions, softwarediscoveries, works of authorshipsprocesses, trademarksscientific, service markstechnical, trade namesengineering and marketing data, databasesobject and source codes, formulae, know how, Internet domain names and other intellectual property know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property Assets”"Intangibles") necessary for the conduct of its business as now being conducted and as presently contemplated to conduct their respective businesses as currently conductedbe conducted in the future. Section 3(l) of the Disclosure Schedule sets forth a list of all Intangibles owned and/or used by the Company in its business. To the knowledge of the Company and its Subsidiaries, neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sxx or settlement agreement with respect to the validity of the Company's or its Subsidiaries' ownership of or right to use its Intangibles and there is no reasonable basis for any such claim to be successful. The Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and as proposed to be conducted, all applications therefor are pending and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarksgood standing. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of complied, in all material respects, with their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is contractual obligations relating to the Company’s Knowledge still pending, by any other person to the rights protection of the Company and its Subsidiaries with respect Intangibles used pursuant to any Intellectual Property Rights licenses. No person is infringing on or Intellectual Property Assets violating the Intangibles owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.

Intellectual Property. The Company and its Subsidiaries own or possess the valid right to use all (i) valid and enforceable All patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrationsproprietary designs, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasesservicemarks, formulaetrademarks and trademark applications and proprietary know how which are currently owned by or licensed to each Seller are listed in SCHEDULE 3.7 attached hereto ("Intellectual Property"). Except as set forth in SCHEDULE 3.7, know how, Internet domain names and other the Intellectual Property is all of the intellectual property necessary for the operation of the Business as it is currently conducted. All of each Seller's patents, patent applications and trademarks have been registered in, filed in or issued by the United States Patent Office or the corresponding offices of other countries identified in SCHEDULE 3.7, and have been properly maintained and renewed in accordance with all applicable laws and regulations in the United States and each such country. To the knowledge of the Stockholder, all of the issued patents within the Intellectual Property are currently in compliance with applicable formal legal requirements (including trade secrets payment of filing, examination or maintenance fees) and are valid and enforceable. Except as set forth in SCHEDULE 3.7 and to the knowledge of the Stockholder, the Intellectual Property's use does not require the consent of or payment to any other unpatented and/or unpatentable proprietary confidential informationPerson. To the knowledge of the Stockholder and except as set forth in SCHEDULE 3.7, systemsthe Intellectual Property is freely transferable and owned exclusively by each Seller, free and clear of any Liens. To the knowledge of the Stockholder and except as set forth in SCHEDULE 3.7, (a) no other Person has an interest in or right or license to use, or proceduresthe right to license any other Person to use, any of the Intellectual Property, (b) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, there are no claims or otherwise violate, valid and enforceable Intellectual Property Rights demands of any other personPerson pertaining thereto and no proceedings have been instituted, and have not received written notice or are pending or, to the knowledge of any challengethe Stockholder, threatened, which is to the Company’s Knowledge still pendingchallenge any Seller's rights in respect thereof, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use (c) none of the Intellectual Property Rights described in the Prospectus are validis being infringed by another Person or is subject to any outstanding order, binding upondecree, ruling, charge, injunction, judgment or stipulation, and enforceable by or against the Company and its Subsidiaries, as the case may be, and(d) no Claim has been made or, to the Company’s Knowledgeknowledge of the Stockholder, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge charging such Seller with infringement of any breach or anticipated breach by any other person of any adversely held Intellectual Property license Property. With respect to which the Company or any of its Subsidiaries all know-how that is a party. Except included as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated 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 part of the Intellectual Property Rights as ownedProperty, used to the knowledge of the Stockholder, each Seller has taken all reasonable precautions to protect the secrecy, confidentiality and value of such know-how (including the enforcement by each Seller of a policy requiring each employee or held for use contractor to execute proprietary information and confidentiality agreements substantially in the conduct form of the business as currently conducted. The Company such Seller's standard form, a copy of which has at all times complied with all applicable laws relating been provided to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessBuyer).

Intellectual Property. The Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries own or possess the valid right possess, or can acquire on reasonable terms, adequate rights to use all (i) valid and enforceable material patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasestrade dress, formulaedomain names (including all goodwill associated with the foregoing), know inventions, copyrights, software, know-how, Internet domain names trade secrets (including all registrations and applications for registration of any of the foregoing), publicity rights, privacy rights, all other similar types of proprietary intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) rights necessary to for the conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted and as proposed to be conducted (“Intellectual Property”); and, to the knowledge of the Company, the conduct of their respective businesses does not infringe, misappropriate, misappropriate or otherwise violate, valid conflict in any material respect with any such rights of others. The Company and enforceable Intellectual Property Rights of any other person, and its subsidiaries have not received written any notice of any challengeclaim of infringement or misappropriation of, which is to the Company’s Knowledge still pendingor conflict with, by any other person to the such rights of others or any notice challenging the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledgevalidity, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriatescope, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use enforceability of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledgeor any of its subsidiaries’ rights therein except in each case as would not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the other parties thereto in accordance to its termsno third party has materially infringed, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted misappropriated or threatened claim of breach of, otherwise violated any Intellectual Property license, and the Company has no Knowledge of any breach owned by or anticipated breach by any other person of any Intellectual Property license exclusively licensed to which the Company or any of its Subsidiaries is a partysubsidiaries. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement All Intellectual Property 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 or other restrictions, except those liens, encumbrances, defects or other restrictions that (i) do not materially interfere with the use made and proposed to be made of such Intellectual Property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, all Intellectual Property that is licensed to the Company or its subsidiaries is free and clear of all liens and free of any patentrestrictions or defects, trademarkexcept those liens, service xxxxencumbrances or defects that (1) do not materially interfere with the use made and proposed to be made of such Intellectual Property by the Company or any of its subsidiaries, trade nameor (2) could not reasonably be expected, copyrightindividually or in the aggregate, trade secretto have a Material Adverse Effect. To the knowledge of the Company, license all Intellectual Property owned by or licensed to the Company is valid and enforceable except where such invalidity or unenforceability would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries is subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other intellectual property right governmental department, commission, board, bureau, agency or franchise right instrumentality, domestic or foreign, or any arbitrator, nor has the Company or any of its subsidiaries entered into or become a party to any agreement made in settlement of any personpending or threatened litigation, that restricts or impairs its use of any Intellectual Property other than any such restrictions that could not reasonably be expected to result in a Material Adverse Effect. The Company has and its subsidiaries have taken commercially reasonable actions necessary to maintain and protect all registered Intellectual Property owned by the Company or its subsidiaries, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to protect, maintain the confidentiality of all material trade secrets and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as confidential information owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company or any of its subsidiaries, and, the knowledge of the Company, no such trade secrets or confidential information have been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, or parties who are bound by written confidentiality agreements. All founders, key employees and other employees, in each case who are currently with the Company or any of its subsidiaries, involved in the development of material Intellectual Property for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company. No employee contributing to any material Intellectual Property developed for and intended to be owned by the Company or its subsidiaries has failed to assign all of such employee’s rights, title and interest in such Intellectual Property to the Company or its subsidiaries. No independent contractor contributing to any material Intellectual Property developed for and intended to be owned by the Company or its subsidiaries has failed to assign all of such independent contractor’s rights, title and interest in such Intellectual Property to the Company or its subsidiaries, or, in the alternative, granted to the Company a license thereunder as necessary for the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s subsidiaries’ business.

Intellectual Property. The 2.34.1 Except as set forth in the Registration Statement, the Pricing Prospectus and the Prospectus, (i) the Company and its Subsidiaries own or possess have the valid right to use pursuant to license, sublicense, agreement or permission, all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, patent applications, trade names, databasescopyrights, formulaetrade secrets, know howdomain names, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) proprietary rights and processes (collectively, “Intellectual Property AssetsProperty”) that are necessary to for the conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in of the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights business of the Company and its Subsidiaries now operated by them, or as proposed to be operated by them, as described in the Registration Statement, the Pricing Prospectus and the Prospectus, except for such failure to own or have the right to use as would not have a Material Adverse Effect, without any material conflict with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by infringement of the Company or its Subsidiaries. To the Company’s Knowledgeinterests of others, and the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, Subsidiaries have taken all reasonable steps necessary to secure or otherwise violate any valid and enforceable perfect their interests in such Intellectual Property Rights and have taken all reasonable steps necessary to secure assignment of such Intellectual Property from their employees and contractors, (ii) the Company has no knowledge of any other person. All licenses for the use infringement by any third party of the any Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against of the Company and its Subsidiaries, (iii) the Company is not a party to outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company and its Subsidiaries except as would not have a material adverse effect on the case may beassets, andbusiness or operations of the Company and its Subsidiaries, taken as a whole, (iv) the Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any Subsidiary, and all such agreements are in full force and effect, (v) to the Company’s knowledge after due inquiry, none of the technology or information employed by the Company and its Subsidiaries has been obtained or is being used by the Company and its Subsidiaries in violation of any contractual or fiduciary material obligation binding on the Company and its Subsidiaries or any of its or their directors or executive officers, or any of its or their employees, or otherwise in violation of the rights of any third party, (vi) neither the Company nor any of its Subsidiaries has received any written or, to the Company’s Knowledgeknowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which oral communications alleging that the Company or any of its Subsidiaries is a party. Except has violated, infringed or conflicted with, or, by conducting its business as described set forth in the ProspectusRegistration Statement, no claim has been made against the Company alleging Pricing Prospectus and the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, Prospectus (including the execution commercialization of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss products or impairment of services under development), violates, infringes or payment of any additional amounts conflicts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used of any other person or held for use entity or engages in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protectionunfair competition or trade practice, and the collection Company is unaware of any facts which could form a reasonable basis for such allegations, and use of personal information collected, used, or held for use by (vii) and the Company in the conduct of the Company’s business. No claims and its Subsidiaries have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes taken reasonable measures to ensure that such prevent the unauthorized dissemination or publication of their confidential information is protected against unauthorized accessand, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made the extent required to do so by its employees, consultants and contractors during the time they were employed by contract or under contract with law, the Company and that are material to the Company’s businessconfidential information of third parties in their possession.

Intellectual Property. The Company and its Subsidiaries subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrationsinventions, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) ), trademarks, service marks, trade names, domain names, and copyrights, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property AssetsProperty”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future as set forth in the Registration Statement, the General Disclosure Package or the Prospectus. To the knowledge of the Company, neither the Company nor any of its subsidiaries, whether through their respective businesses as products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently conductedinfringing, misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity, other than a claim on certain of the Company’s patents. Neither the Company nor any of its subsidiaries has received any communication or notice alleging that by conducting their business as proposed to be conductedset forth in the Registration Statement, and described in the General Disclosure Package or the Prospectus, provided that such parties would infringe, misappropriate, conflict with, or violate, any of the foregoing representation is made only Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company’s Knowledge as it concerns third party rights and trademarksCompany or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries have not received any opinion taken all reasonable steps necessary to secure their interests in such Intellectual Property from their legal counsel concluding that any activities employees and contractors and to protect the confidentiality of all of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid confidential information and enforceable trade secrets. None of the Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, employed by any other person to the rights of the Company and or its Subsidiaries with respect to any Intellectual Property Rights subsidiaries has been obtained or Intellectual Property Assets owned or is being used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights subsidiaries in violation of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, contractual obligation binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which on the Company or any of its Subsidiaries is a partysubsidiaries or, to the knowledge of the Company, any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. Except as described in the Registration Statement, the General Disclosure Package, or the Prospectus, no claim has been made against (i) the Company alleging is not aware of outstanding options, licenses or agreements of any kind relating to the infringement by Intellectual Property which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus that are not so described and (ii) neither the Company nor any of its subsidiaries is a party to or bound by any patentoptions, trademark, service xxxx, trade name, copyright, trade secret, license in licenses or agreements with respect to the Intellectual Property or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated 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 similar rights of any other person or entity which are required to be described in respect ofthe Registration Statement, the Company’s right to own, use, or hold for use any of General Disclosure Package and the Prospectus and are not so described. All Intellectual Property Rights as ownedowned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, used encumbrances, defects or held for use other restrictions (other than non-exclusive licenses granted in the conduct ordinary course of business), except those that could not reasonably be expected, individually or in the business as currently conductedaggregate, to have a Material Adverse Effect. The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has at all times complied with all applicable laws relating it entered into or is it a party to privacyany agreement made in settlement of any pending or threatened litigation, data protection, and the collection and which materially restricts or impairs their use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessIntellectual Property.

Intellectual Property. (i) The Company and its the Company Subsidiaries own (free and clear of any Liens (other than Permitted Liens), exclusive licenses or possess non-exclusive licenses not granted in the ordinary course of business) or have a valid right license to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, used in or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct carry on their respective businesses business as currently conducted, and as proposed to be conducted(ii) such Intellectual Property referenced in clause (i) above is valid, subsisting and enforceable, and described in the Prospectusis not subject to any outstanding order, provided that the foregoing representation is made only to judgment, decree or agreement adversely affecting the Company’s Knowledge as it concerns third party or the Company Subsidiaries’ use of, or rights and trademarksto, such Intellectual Property. The Company and its the Company Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable sufficient rights to use all Intellectual Property Rights used in their business as presently conducted, all of any other person, and have not received written notice of any challenge, which is to rights shall survive unchanged the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in and the loss other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or impairment misappropriation of, or any conflict with, the rights of or payment of any additional amounts others with respect toto any Intellectual Property, nor require the consent of and no reasonable basis exists for any other person in respect of, such claim. To the Company’s right to ownknowledge, useno third party has infringed, misappropriated or hold for use any of otherwise violated the Intellectual Property Rights as owned, used or held for use in the conduct rights of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted, or, to the Company’s business. No claims have been asserted or knowledge, threatened against the Company alleging a violation of or any person’s privacy Company Subsidiary concerning the ownership, validity, registerability, enforceability, infringement or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protectionuse of, or licensed right to use, any Intellectual Property. To the collection and use of personal information collected, used, or held for use by the Company in the conduct knowledge of the Company’s business, none of the Company or any of the Company Subsidiaries is using or enforcing any Intellectual Property owned by or licensed to the Company or any of the Company Subsidiaries in a manner that would be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The and each of the Company Subsidiaries has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during protect the time they were employed Intellectual Property owned by or under contract with licensed to the Company and that are material to or any of the Company’s businessCompany Subsidiaries.

Intellectual Property. The Each of the Company and its Subsidiaries own owns, possesses or possess the valid right can obtain on commercially reasonable terms sufficient legal rights to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) necessary to the Business of each of the Company and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systemsits Subsidiaries as presently conducted without any conflict with, or procedures) (collectivelyinfringement or misappropriation, “of the rights of others, the lack of which could reasonably be expected to have a Material Adverse Change. There are no outstanding options, licenses or agreements relating to the Intellectual Property Assets”) necessary owned or purported to conduct their respective businesses be owned by each of the Company and its Subsidiaries, and each of the Company and its Subsidiaries is not bound by or a party to any options, licenses or agreements with respect to the Intellectual Property of any other person or entity. Each of the Company and its Subsidiaries has not received any written communication alleging that each of the Company and its Subsidiaries has violated or, by conducting its Business as currently conducted, and as proposed to be conductedwould violate any of the Intellectual Property of any other Person, and described in nor is each of the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have or any Seller aware of any basis therefor. Except as described in agreements provided to Buyer, each of the Company and its Subsidiaries is not received obligated to make any opinion from their legal counsel concluding that any activities payments by way of their respective businesses as currently conducted infringeroyalties, misappropriate, fees or otherwise violate, valid and enforceable to any owner or licensor of or claimant to any Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is with respect to the Company’s Knowledge still pendinguse thereof in connection with the conduct of its Business as presently conducted. There are no agreements, understandings, instruments, contracts, judgments, orders or decrees to which each of the Company and its Subsidiaries is a party or by any other person to the rights which it is bound which involve indemnification by each of the Company and its Subsidiaries with respect to any infringements of Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessProperty.

Intellectual Property. The Company and its Subsidiaries own each Subsidiary owns or possess possesses, or has the valid right to use use, all (i) valid and enforceable material patents, patent applicationsrights, trademarkslicenses, trademark registrations, service marks, service xxxx registrations, Internet domain name registrationsinventions, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) (collectively), “Intellectual Property Assets”) necessary to conduct their respective businesses trademarks, service marks and trade names currently employed or required by it in connection with the business currently conducted by it as currently conducted, and as proposed to be conducted, and described in the ProspectusSEC Reports, provided that except such as the foregoing representation is made only failure to so own or possess or have the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have right to use would not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringehave, misappropriatesingly or in the aggregate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of a Material Adverse Effect on the Company and its the Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariestaken as a whole. To the Company’s Knowledgeknowledge, there are no valid and enforceable United States patents that are infringed by the business currently conducted by the Company or any Subsidiary, or as currently proposed to be conducted by the Company or any Subsidiary, as described in the SEC Reports and which infringement would have a Material Adverse Effect on the Company and its Subsidiaries’ respective businesses the Subsidiaries taken as currently conducted do a whole. The Company is not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights aware of any other person. All licenses basis for a finding that the use of Company or any Subsidiary does not have valid title or license rights to the Intellectual Property Rights described patents and patent applications referenced in the Prospectus are valid, binding upon, and enforceable SEC Reports as owned or licensed by or against the Company and its Subsidiaries, as the case may beor any Subsidiary, and, to the Company’s Knowledgeknowledge, neither the Company nor any Subsidiary is subject to any judgment, order, writ, injunction or decree of any court or any Federal, state, local, foreign or other parties thereto in accordance to its termsgovernmental department, except (i) as limited by laws of general application relating to bankruptcycommission, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performanceboard, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects withbureau, and is not in breach in agency or instrumentality, domestic or foreign, or any material respect arbitrator, nor has it entered into or is it a party to any contract, which restricts or impairs the use of any of the foregoing which would have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole. Neither the Company nor any Subsidiary has received any written notice of infringement of or conflict with asserted rights of any third party with respect to the business currently conducted by it as described in writing the SEC Reports and which, if determined adversely to the Company or any asserted or threatened claim of breach ofSubsidiary, any Intellectual Property license, would have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole and the Company has no Knowledge knowledge of any breach facts or anticipated breach by circumstances that would serve as a reasonable basis for any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessclaims.

Intellectual Property. (a) The Company and its Subsidiaries own or possess a Company Subsidiary owns, is licensed to use or otherwise has the valid right to use and, as of the Closing, subject to the receipt of any necessary third-party consents set forth in Section 6.10 of the Company Disclosure Letter and the receipt by Company of the services to be provided under this Agreement and the Transition Services Agreement and the license granted to the Company under the Spin-Off Agreements, will have the right to use, all Patents, Trademarks, Trade Secrets, Copyrights, Database Rights, Design Rights and all other Intellectual Property (i) valid and enforceable patentsincluding biological materials), patent applicationsall registrations of any of the foregoing, trademarksor applications therefor, trademark registrationsin each case, service marksthat are used in, service xxxx registrationsintended to be used with, Internet domain name registrationsdeveloped, copyrightsfiled or registered for, copyright registrations, licenses, trade secret rights practiced in or necessary to the conduct of the CGRP Business as presently conducted (collectively, the “Company Intellectual Property,” and all Company Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, owned or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed purported to be conductedowned by the Company or a Company Subsidiary, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks“Owned Company Intellectual Property”). The Company and its the Company Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid possess legally sufficient and enforceable Intellectual Property Rights rights pursuant to written agreements to use, and as of the Closing, subject to the receipt of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights necessary third-party consents in Section 6.10 of the Company Disclosure Letter and its Subsidiaries with respect the receipt by Company of the services and benefits provided under this Agreement and the Transition Services Agreement and the license granted to any the Company under the Spin-Off Agreements, will have the right to use, all Company Intellectual Property Rights that is used in, intended to be used with, developed, filed or Intellectual Property Assets registered for, practiced in, or necessary to the conduct of the CGRP Business and that is not solely owned or used by the Company or its Subsidiariesa Company Subsidiary, except as would not reasonably be expected to be material to the CGRP Business as presently conducted or contemplated to be conducted. To the Company’s KnowledgeThis Section 3.15(a) shall not constitute or be deemed to be a representation or warranty with respect to infringement, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, misappropriation or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use violation of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge rights of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessthird Person.

Intellectual Property. Contractor represents and warrants that it has the full legal power and authority to grant any and all licenses of materials used by the Contractor for this Agreement and hereby grants to the Village any and all such licenses and unrestricted use thereof. The Company Village shall own, without restriction or limitation, all text, graphics, designs, renderings, images, logos, social media posts, audio visual materials, tag lines, processes, ideas and its Subsidiaries own any and all other content in any and all formats (collectively “Intellectual Property”) created by or possess provided by Contractor, Contractor’s employees or Contractor’s independent contractors for purposes of fulfilling the valid right terms of this Agreement. Contractor will ensure that all independent contractors have written agreements in place that transfers ownership of all Intellectual Property created by them or provided by them to use the Village, without restriction or limitation. Contractor represents and warrants that all (i) valid and enforceable patentsIntellectual Property provided to the Village by Contractor will not infringe on any copyrights, trademark rights, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licensesrights, trade secrets or other rights of any third-party. Contractor agrees to indemnify, defend and hold Village harmless from and against any loss, cost, damage, liability, or expense (including attorney’s fees and other reasonable litigation expenses) suffered or incurred by Village in connection with any such infringement claim by any third-party. If a claim is made or an action brought that the materials provided (or any component thereof) to the Village, infringes a third-party patent, copyright, or trademark, or misappropriates any trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and or other intellectual property (including trade secrets right, then Contractor will defend Village from, in the manner and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conductedform determined in the sole discretion of the Village, and indemnify and hold harmless Village against, such claim and any resulting costs, damages and attorneys’ fees arising out of or incurred as proposed a result of such claim, together with all amounts finally awarded or agreed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarkssettlement. The Company and its Subsidiaries Village shall have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights sole control of the Company defense and its Subsidiaries with respect all related settlement negotiations at the Contractor’s expense. Contractor agrees to cooperate fully in any investigation, defense or settlement of such claim or action. If the Village is enjoined from using any Intellectual Property Rights due to an actual or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the claimed infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or copyright or other intellectual property right or franchise for any other reason, then at Contractor’s option, Contractor shall promptly either: (i) procure for the Village, at Contractor’s expense, the right of any person. The Company has taken reasonable steps to protectcontinue using the Intellectual Property; or (ii) replace or modify the Intellectual Property, maintain and safeguard its at Contractor’s expense, so that the Intellectual Property Rights, including become non-infringing. Contractor shall assist the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result Village 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 protecting its ownership of the Intellectual Property. Such assistance shall include, without limitation, providing such assistance as may be necessary for the Village to obtain registrations for its rights in and to any Intellectual Property Rights as owned, used or held for use solely in the conduct name of the business as currently conductedVillage and to enforce its rights in such Intellectual Property. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data These Intellectual Property rights, representations, warrants and protections will survive the consummation termination or expiration of the transactions contemplated hereby will not breach this Agreement, whether by lapse of time 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 has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessotherwise.

Intellectual Property. The Company and each of its Subsidiaries own owns or possess the possesses valid right and binding licenses and other rights to use (in the manner and the geographic areas in which they are currently used) without payment all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service markssecrets, trade names, databases, formulae, know how, Internet domain names service marks and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary trademarks material to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the its business. The Company’s Knowledge as it concerns third party rights Disclosure Letter sets forth a complete and correct list of all material trademarks. The Company , trade names, service marks and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, copyrights owned by or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is licensed to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or any of its Subsidiaries. To the Company’s Knowledge, the Company and Subsidiaries for use in its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding uponbusiness, and enforceable by or against the Company all licenses and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties agreements relating thereto in accordance to its terms, except (i) as limited by laws of general application and all agreements relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which third party intellectual property that the Company or any of its Subsidiaries is a party. Except as described licensed or authorized to use in its business, including without limitation any software licenses but excluding any so-called “shrink-wrap” license agreements and other similar computer software licensed in the Prospectusordinary course of business and/or otherwise resident on desktop computers (collectively, no claim has been made against the Company alleging the infringement “Intellectual Property”). With respect to each item of Intellectual Property owned by the Company or any of its Subsidiaries, the owner possesses all right, title and interest in and to the item, free and clear of any patentLien. With respect to each item of Intellectual Property that the Company or any of its Subsidiaries is licensed or authorized to use, trademarkthe license, service xxxxsublicense or agreement covering such item is legal, trade namevalid, copyrightbinding, trade secretenforceable and in full force and effect as to the Company and the Subsidiaries. Neither the Company nor any of its Subsidiaries has received any charge, license in complaint, claim, demand or other notice alleging any interference, infringement, misappropriation or violation with or of any intellectual property right rights of a third party (including any claims that the Company or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated 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 its Subsidiaries must license or refrain from using any intellectual property rights of a third party). To the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with 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 knowledge of the Company’s business. No claims have been asserted or threatened against , neither the Company alleging a violation nor any of its Subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any person’s privacy intellectual property rights of third parties and no third party has interfered with, infringed upon, misappropriated or personal information or data rights, and the consummation otherwise come into conflict with any intellectual property rights of the transactions contemplated hereby will not breach Company 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 has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessSubsidiaries.

Intellectual Property. The Company and its Subsidiaries own Except as would not reasonably be likely, either individually or possess in the valid right aggregate, to use all have a Material Adverse Effect on Sunshine: (i) valid Sunshine and enforceable patentsits Subsidiary owns, patent applicationsor is licensed to use (in each case, trademarksfree and clear of any material Liens other than any Permitted Encumbrances), trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “all Intellectual Property Rights”) and (ii) inventions, software, works necessary for the conduct of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses its business as currently conducted, and as proposed to be conducted, and described in ; (ii)(A) the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company use of any Intellectual Property by Sunshine and its Subsidiaries have Subsidiary does not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, misappropriate or otherwise violate, valid and enforceable Intellectual Property Rights violate the rights of any other person, and have not received written notice (B) no person has asserted to Sunshine in writing that Sunshine or its Subsidiary has infringed, misappropriated or otherwise violated the Intellectual Property rights of any challenge, which is such person; (iii) to the Company’s Knowledge still pendingknowledge of Sunshine, by no person is challenging, infringing on or otherwise violating any other person to the rights right of the Company and Sunshine or its Subsidiaries Subsidiary with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company Sunshine or its Subsidiaries. To the Company’s Knowledge, the Company and Subsidiary; (iv) neither Sunshine nor its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate Subsidiary has received any valid and enforceable Intellectual Property Rights written notice of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, pending claim with respect to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property licenseowned by Sunshine or its Subsidiary; (v) to the knowledge of Sunshine, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectussince January 1, 2015, no claim third party has been made against gained unauthorized access to any information technology networks controlled by and material to the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct operation of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, of Sunshine and the collection its Subsidiary; and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims (vi) Sunshine and its Subsidiary have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures actions to obtain ownership avoid the abandonment, cancellation or unenforceability of all works material Intellectual Property owned or licensed, respectively, by Sunshine and its Subsidiary. For purposes of authorship this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and inventions made by its employeesother indications of origin, consultants and contractors during the time they were employed by or under contract goodwill associated with the Company foregoing and that are material registrations in any jurisdiction of, and applications in any jurisdiction to register, the Company’s businessforegoing, including any extension, modification or renewal of any such registration or application; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto and any renewals, extensions or reissues thereof, in any jurisdiction; trade secrets; and copyrights and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof. A true and complete listing of all Intellectual Property owned by Sunshine or its Subsidiary is contained in Sunshine Disclosure Schedule 3.19.

Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and as would not, individually or in the aggregate, have a Material Adverse Effect: (i) the Company and its Subsidiaries own subsidiaries own, have adequate rights to use, or possess the valid right to use can acquire on reasonable terms all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property (including trade secrets all registrations and other unpatented and/or unpatentable proprietary confidential informationapplications for registration of, systemsand all goodwill associated with, or proceduresany of the foregoing) (collectively, “Intellectual Property AssetsProperty”) used in or necessary to for the conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently now conducted or as contemplated in the Registration Statement, Pricing Disclosure Package and Prospectus to be conducted by them; (ii) the Company is unaware of any facts which would form a reasonable basis for an action, suit, proceeding or claim asserting that the Company has infringed, misappropriated or otherwise violated, or would upon the commercialization of any product described in the Registration Statement, the Pricing Disclosure Package or the Prospectus as under development infringe, misappropriate, misappropriate or otherwise violate, any Intellectual Property of any person or entity; (iii) to the knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company and its subsidiaries is valid and enforceable enforceable; (iv) to the knowledge of the Company, the Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries subsidiaries is not being infringed, misappropriated or otherwise violated, and has not been infringed, misappropriated or otherwise violated, by any person or entity; (v) the Company and its subsidiaries have taken reasonable steps in accordance with respect normal industry practice to maintain the confidentiality of all Intellectual Property the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof, and to the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, all of whom are bound by written confidentiality agreements, (vi) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by any third party (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property Rights Property, (B) challenging the validity, enforceability or scope of any Intellectual Property Assets owned or used by the Company or any of its Subsidiaries. To the Company’s Knowledgesubsidiaries, or (C) alleging that the Company and or any of its Subsidiaries’ respective businesses as currently conducted do not infringesubsidiaries has infringed, misappropriate, misappropriated or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, violated any Intellectual Property license, and the Company has no Knowledge of any breach third party, (vii) to the knowledge of the Company, there is no pending or anticipated breach threatened action, suit proceeding or claim by any other person third party challenging the validity, enforceability or scope of any Intellectual Property license exclusively licensed to the Company or any of its subsidiaries and (viii) each agreement pursuant to which the Company or any of its Subsidiaries subsidiaries obtains any license or other rights to any Intellectual Property is a party. Except as described in the Prospectus, no claim has been made against valid and binding agreement of the Company alleging the infringement by and its subsidiaries and is in full force and effect, and none of the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated 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 its subsidiaries or, to the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with 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 knowledge of the Company’s business. No claims have been asserted , any other party to any such agreement, is in default or threatened against the Company alleging a violation breach under any terms of any person’s privacy or personal information or data rightssuch agreement and, and to 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 knowledge of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, useno event or circumstance has occurred that, modificationwith notice or lapse of time or both, or other misuse. The Company has taken commercially reasonable measures to obtain ownership would constitute any event of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessdefault thereunder.

Intellectual Property. The Each of the Company and its Subsidiaries own owns or possess is duly licensed (and, in such event, has the valid unfettered right to grant sublicenses) to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrationsapplications, trade names, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrationsapplications, licenses, trade secret rights (collectivelypermits, “Intellectual Property Rights”) and (ii) inventions, softwarediscoveries, works of authorshipsprocesses, trademarksscientific, service markstechnical, trade namesengineering and marketing data, databasesobject and source codes, formulae, know how, Internet domain names and other intellectual property know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property AssetsProperty”) used in or necessary to for the conduct their respective businesses of its business as currently conducted, now being conducted and as proposed presently contemplated to be conducted, and described conducted in the Prospectusfuture (collectively, provided that the foregoing representation “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is made only the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s Knowledge knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as it concerns would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to xxx or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and trademarksthere is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of complied, in all material respects, with their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is contractual obligations relating to the Company’s Knowledge still pending, by any other person to the rights protection of the Company and its Subsidiaries with respect to any Intellectual Property Rights used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.

Intellectual Property. The Company and its Subsidiaries own or possess the valid right to use all (ia) valid and enforceable As used herein "Intellectual Property" means inventions, patents, patent applicationsapplications (pending or otherwise), trademarks, trademark registrationscopyrights, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasesbrand names, formulaeand registrations or applications for registration of any of the foregoing; and trade secrets, know know-how, Internet domain names and other the intellectual property rights subsisting in computer software and databases. (including trade secrets b) Section 2.17(b) of the Company Disclosure Schedule contains a list of the material patents and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conductedregistered trademarks, and as proposed to be conductedpending applications therefor, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, owned by any other person to the rights of the Company and its Subsidiaries with respect to any as of the date hereof. Section 2.17(b) of the Company Disclosure Schedule contains a list of all material Intellectual Property Rights or Intellectual Property Assets owned or used licensed by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is from any Person as of such date and a partylist of all material Intellectual Property licensed by any Person from the Company or any of its Subsidiaries as of such date. Except as described set forth in the Prospectus, no claim has been made against Section 2.17(b) of the Company alleging Disclosure Schedule and except as would not be reasonably likely to have a Company Material Adverse Effect, the infringement Company or its Subsidiaries have (i) good and marketable title (free and clear of liens or encumbrances of any kind) to and (ii) the exclusive right to sell, transfer, assign and license all right, title and interest in and to the Intellectual Property listed as being owned by the Company and its Subsidiaries in Section 2.17(b) of the Company Disclosure Schedule. Except as set forth in Section 2.17(b) of the Company Disclosure Schedule and except as would not be reasonably likely to have a Company Material Adverse Effect, the Intellectual Property listed as being owned by the Company and its Subsidiaries in Section 2.17(b) of the Company Disclosure Schedule has been duly registered to the extent applicable with, filed in, or issued by the appropriate governmental agency in each appropriate jurisdiction, such registration, filing and issuance remains in full force and effect and to the knowledge of the Company no claim adverse to the interests of the Company or its Subsidiaries has been asserted, in litigation or otherwise with respect to such Intellectual Property. Except as set forth in Section 2.17(b) of the Company Disclosure Schedule and except as would not be reasonably likely to have a Company Material Adverse Effect, the Company and its Subsidiaries have performed all material obligations required to be performed by them, and are not in default under any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including agreement granting them the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the otherwise relating to, material Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conductedProperty. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.12

Intellectual Property. The Company Mykrolis Disclosure Schedule contains a complete and its Subsidiaries own or possess the valid right to use correct list of all (i) valid material patents and enforceable patents, patent applications, registered trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasesregistered service marks, formulaeand registered copyrights, know howand all material applications for any of the foregoing owned by Mykrolis and its Subsidiaries as of the date of this Agreement. With such exceptions as, Internet domain names and individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Mykrolis, to the knowledge of Mykrolis, Mykrolis or one of its Subsidiaries is the sole owner of or has the right to use without the payment of any fee or royalty to any other intellectual property person (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, than pursuant to Mykrolis Material Contracts or proceduresother agreements the non-disclosure of which therein does not constitute a misrepresentation under Section 4.01(i)) (collectively, “all Intellectual Property Assets”) necessary to conduct carry on their respective businesses substantially as currently conducted. As of the date of this Agreement, and as proposed neither Mykrolis nor any of its Subsidiaries has received any written notice that any material Intellectual Property owned by or exclusively licensed to be conductedMykrolis and/or its Subsidiaries has been declared unenforceable or otherwise invalid by any court or governmental agency. As of the date of this Agreement, and described in the Prospectusthere is, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities knowledge of their respective businesses as currently conducted infringeMykrolis, misappropriateno material existing infringement, misappropriation or otherwise violate, valid and enforceable Intellectual Property Rights other violation by others of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights owned by or Intellectual Property Assets owned or used by the Company or exclusively licensed to Mykrolis and/or its Subsidiaries. To From January 1, 2002 to the Company’s Knowledgedate of this Agreement, neither Mykrolis nor any of its Subsidiaries has received any written notice alleging that the Company and operation of the business of Mykrolis or any of its Subsidiaries’ respective businesses as currently conducted do not infringeSubsidiaries either infringes, misappropriate, misappropriates or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach violates in any material respect nor has received in writing any asserted or threatened claim of breach of, any the Intellectual Property license, and the Company has no Knowledge rights of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or others. Neither Mykrolis nor any of its Subsidiaries is a party. Except as described in party to any settlements, covenants not to sxx, consents, decrees, stipulations, judgments, or orders resulting from suits, actions or similar legal proceedings which (i) restrict the Prospectus, no claim has been made against the Company alleging the infringement by the Company rights of Mykrolis or any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of its Subsidiaries to use any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including material to the execution business of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss Mykrolis or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights its Subsidiaries as ownedcurrently conducted, used or held for use (ii) restrict in any material respect the conduct of the business of Mykrolis or any of its Subsidiaries as currently conducted. The Company has at all times complied with all applicable laws relating conducted in order to privacy, data protection, and the collection and use of personal information collected, usedaccommodate any third party’s Intellectual Property rights, or held for (iii) permit third parties to use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed material Intellectual Property owned by or under contract with the Company and that are material exclusively licensed to the Company’s businessMykrolis or any of its Subsidiaries.

Intellectual Property. The Company and its Subsidiaries own subsidiaries own, possess or possess the valid right can acquire on reasonable terms adequate rights to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasestrademark registrations, formulaeservice xxxx registrations, know howdomain names, Internet domain names copyrights, licenses and other intellectual property know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) necessary for the conduct of their respective businesses currently conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, “Intellectual Property AssetsProperty”) necessary to ), and the conduct of their respective businesses as currently conducted, and as proposed to be conducted, and described does not conflict in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party any material respect with any such rights and trademarksof others. The Company and its Subsidiaries subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challengeclaim of infringement, which is misappropriation or conflict with any such rights of others. To the knowledge of the Company, there are no valid and enforceable rights of third parties to the Company’s Knowledge still pendingIntellectual Property that are infringed by the business currently conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the subsidiaries. The Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights has no knowledge of any other person. All licenses for the use infringement by any third party of any of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws similar rights of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a partysubsidiaries. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, no claim has been made against (i) the Company alleging is not aware of outstanding options, licenses or agreements of any kind relating to the infringement by Intellectual Property which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) neither the Company nor any of its subsidiaries is a party to or bound by any patentoptions, trademark, service xxxx, trade name, copyright, trade secret, license in licenses or agreements with respect to the Intellectual Property or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated 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 similar rights of any other person or entity which are required to be described in respect ofthe Registration Statement, the Company’s right to own, use, or hold for use any of General Disclosure Package and the Prospectus. All Intellectual Property Rights as ownedowned by the Company or its subsidiaries is free and clear of all liens, used encumbrances, defects or held for use other restrictions (other than non-exclusive licenses granted in the conduct ordinary course of business), except those that would not reasonably be expected, individually or in the business as currently conductedaggregate, to have a Material Adverse Effect. The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has at all times complied with all applicable laws relating it entered into or is it a party to privacyany agreement made in settlement of any pending or threatened litigation, data protection, and the collection and which materially restricts or impairs their use of personal information collectedany Intellectual Property, usedexcept those that would not reasonably be expected, individually or held for use by the Company in the conduct of the Company’s business. No claims aggregate, to have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s businessMaterial Adverse Effect. The Company takes and its subsidiaries have taken reasonable measures and customary actions to ensure that such protect their rights in and prevent the unauthorized dissemination or publication of their material confidential information is protected against unauthorized accessand trade secrets, useprotect any material confidential information provided to them by any other person, modification, or other misuse. The Company has taken commercially reasonable measures to and obtain ownership of all material works of authorship and inventions made by its employees, consultants and contractors during and which relate to the time they were employed by or under contract with business of the Company and that are material its subsidiaries currently conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Company’s businessIntellectual Property from their employees, consultants, agents and contractors.

Intellectual Property. The Except as described in the Registration Statement, General Disclosure Package and the Prospectus, the Company and or its Subsidiaries subsidiaries own or possess the valid lawful right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, conducted and described in the General Disclosure Package and the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s their Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariessubsidiaries. To the Company’s Knowledge, the Company and its Subsidiariessubsidiaries’ respective businesses as currently now conducted do not infringegive rise to any infringement of, misappropriateany misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, of any Intellectual Property license, and the Company has no Knowledge knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license to which the Company or any of its Subsidiaries is a partylicense. Except as described in the ProspectusGeneral Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.

Intellectual Property. The Company and its Subsidiaries own or possess the valid right to use use, or has a reasonable basis to believe that it can acquire on reasonable terms the right to use, all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective its businesses as currently conducted, and as proposed to be conducted, conducted and described in the Registration Statement and the Prospectus, provided that and which the foregoing representation is made only failure to own or have such rights would, individually or in the Company’s Knowledge as it concerns third party rights and trademarksaggregate, reasonably be expected to result in a Material Adverse Effect. The Neither the Company and nor any of its Subsidiaries have not has received any opinion from their its legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or and its Subsidiaries, which if determined adversely against the Company would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company’s Knowledge, the business of the Company and its Subsidiaries’ respective businesses subsidiaries as currently now conducted do does not infringegive rise to any infringement of, misappropriateany misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person. All To the knowledge of the Company, all licenses for the use of the Intellectual Property Rights described in the Registration Statement and the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has and its subsidiaries have complied in all material respects with, and is are not in breach in nor have received any material respect nor has received in writing written notice of any asserted or threatened claim of breach of, of any Intellectual Property license, and the Company has no Knowledge knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license to which the Company or any of its Subsidiaries is a partylicense. Except as described in the Prospectus, no No claim has been made against the Company nor its Subsidiaries alleging the infringement by the Company or its Subsidiaries of any patent, trademark, service xxxxmark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has and its Subsidiaries have taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement herein will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the any further consent of any other person in respect of, the Company’s right of the Company and its Subsidiaries to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with 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 its Subsidiaries have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes taken reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material its Subsidiaries and which relate to the business of the Company’s business, or licenses to use such works of authorship or inventions.

Intellectual Property. The Company and its Subsidiaries subsidiaries own or possess the valid right rights to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, and all goodwill associated with the foregoing, patents, patent applications, copyrights, copyright registrations, licenses, registrations and trade secret rights secrets (collectively, the “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marksauthorship, trade names, know-how, databases, formulae, know how, Internet domain names names, and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, conducted and described in the Prospectus, ; provided that the foregoing representation is made only to the Company’s Knowledge knowledge as it concerns third third-party rights Intellectual Property Rights and trademarksIntellectual Property Assets. The Company and its Subsidiaries subsidiaries have not received any written opinion from their legal counsel concluding that any activities of their respective businesses businesses, each as currently conducted conducted, infringe, misappropriate, or otherwise violate, violate valid and enforceable Intellectual Property Rights of any other personthird party, and the Company and its subsidiaries have not received written notice of any challengepending or threatened action, which is to suit, proceeding or claim by any third party challenging the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect subsidiaries’ rights in or to any of their respective Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariessubsidiaries. To the Company’s Knowledgeknowledge, the Company and its Subsidiariessubsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, misappropriate or otherwise violate any valid and enforceable Intellectual Property Rights of any other personthird party. All licenses for the use of the Intellectual Property Rights by the Company described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledgeknowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has and its subsidiaries have complied in all material respects with, and is are not in breach in any material respect nor has have received in writing any written asserted or threatened claim of breach of, of any Intellectual Property intellectual property license, and the Company has and its subsidiaries have no Knowledge knowledge of any breach or anticipated breach by any other person of third party with respect to any Intellectual Property intellectual property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard its their Intellectual Property RightsRights sufficient, in the Company’s reasonable business judgment, for the conduct of their businesses as currently conducted and described in the Prospectus, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person third party in respect of, the Company’s and its subsidiaries’ right to own, use, or hold for use any of the material Intellectual Property Rights as owned, used or held for use in the conduct of the their business as currently conducted. The Company has and its subsidiaries have at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No To the Company’s knowledge, no claims have been asserted or threatened against the Company or its subsidiaries alleging a violation of any person’s privacy or personal information or data rights, rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company or its subsidiaries in the conduct of the Company’s businesstheir businesses, except where any such breach or violation would not reasonably be expected to result in a Material Adverse Effect. The Company takes and its subsidiaries take commercially reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken and its subsidiaries have used commercially reasonable measures efforts to obtain ownership of all works of authorship and inventions made by its their employees, consultants and contractors during the time they were employed by or under contract with the Company and that its subsidiaries and which are material to their businesses. All founders and key employees have signed confidentiality and invention assignment agreements with the Company’s businessCompany or its applicable subsidiary.

Intellectual Property. The Company and its Subsidiaries own owns or possess possesses the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses its business as currently conducted, and as proposed to be conducted, conducted and described in the Time of Sale Disclosure Package and the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have has not received any opinion from their its legal counsel concluding that any activities of their respective businesses as currently conducted infringeits business infringes, misappropriatemisappropriates, or otherwise violateviolates, valid and enforceable Intellectual Property Rights of any other person, and have has not received written notice of any challenge, which is to the Company’s its Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its SubsidiariesCompany. To the Knowledge of the Company, the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses business as currently now conducted do does not infringe, misappropriate, or otherwise violate violate, any valid and enforceable Intellectual Property Rights of any other person. All To the Knowledge of the Company, all licenses for the use of the Intellectual Property Rights described in the Time of Sale Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other the relief of debtors debtors, and (ii) as limited by rules of law governing specific performance, injunctive relief and or other equitable remedies and by general principles principals of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, of any Intellectual Property intellectual property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license to which the Company or any of its Subsidiaries is a partyintellectual property license. Except as described in the ProspectusTime of Sale Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxxmark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement and the Warrants will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material which relate to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company.

Intellectual Property. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its Subsidiaries subsidiaries has, or has rights to use or own or possess the valid right to use possess, all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarksapplications, service marks, trade names, databasestrade secrets, formulaeinventions, know howcopyrights, Internet domain names licenses and other intellectual property (including trade secrets rights and other unpatented and/or unpatentable proprietary confidential information, systems, similar rights necessary or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct required for use in connection with their respective businesses as currently conducted, and as proposed to be conducted, and described in the ProspectusRegistration Statement, provided that the foregoing representation is made only General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable “Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its SubsidiariesRights”). To the knowledge of the Company’s Knowledge, neither the Company nor any subsidiary is now infringing, and its Subsidiaries’ respective businesses as currently conducted do upon further development or commercialization, will not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights claim of any other personissued patents, copyrights or trademarks of others. All licenses for Neither the use of Company nor any subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably be expected to have a Material Adverse Effect. Other than as specifically described in the Prospectus are validRegistration Statement, binding uponthe General Disclosure Package or the Prospectus, and enforceable by or against the Company and its Subsidiarieshas not received, as since the case may bedate of the latest audited financial statements included within the Registration Statement, andthe General Disclosure Package, to or the Prospectus, a written notice of a claim or otherwise has any knowledge that the Company’s Knowledge, the other parties thereto in accordance to or its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted subsidiaries’ products or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except planned products as described in the ProspectusRegistration Statement, the General Disclosure Package or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no claim has been made against the Company alleging the existing infringement by the Company another Person of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conductedRights. The Company and each subsidiary has at taken reasonable security measures to protect the secrecy, confidentiality and value of all times complied with all applicable laws relating of their intellectual properties, except where failure to privacydo so could not, data protection, and the collection and use of personal information collected, used, individually or held for use by the Company in the conduct of the Company’s business. No claims aggregate, reasonably be expected to have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessMaterial Adverse Effect.

Intellectual Property. The Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries own or possess the valid right possess, or can acquire on reasonable terms, adequate rights to use all (i) valid and enforceable material patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasestrade dress, formulaedomain names (including all goodwill associated with the foregoing), know inventions, copyrights, software, know-how, Internet domain names trade secrets (including all registrations and applications for registration of any of the foregoing), publicity rights, privacy rights, all other similar types of proprietary intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) rights necessary to for the conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted and as proposed to be conducted (“Intellectual Property”); and, to the knowledge of the Company, the conduct of their respective businesses does not infringe, misappropriate, misappropriate or otherwise violate, valid conflict in any material respect with any such rights of others. The Company and enforceable Intellectual Property Rights of any other person, and its subsidiaries have not received written any notice of any challengeclaim of infringement or misappropriation of, which is to the Company’s Knowledge still pendingor conflict with, by any other person to the such rights of others or any notice challenging the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledgevalidity, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriatescope, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use enforceability of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledgeor any of its subsidiaries’ rights therein except in each case as would not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the other parties thereto in accordance to its termsno third party has materially infringed, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted misappropriated or threatened claim of breach of, otherwise violated any Intellectual Property license, and the Company has no Knowledge of any breach owned by or anticipated breach by any other person of any Intellectual Property license exclusively licensed to which the Company or any of its Subsidiaries is a partysubsidiaries. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement All Intellectual Property 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 or other restrictions, except those liens, encumbrances, defects or other restrictions that (i) do not materially interfere with the use made and proposed to be made of such Intellectual Property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, all Intellectual Property that is licensed to the Company or its subsidiaries is free and clear of all liens and free of any patentrestrictions or defects, trademarkexcept those liens, service xxxxencumbrances or defects that (1) do not materially interfere with the use made and proposed to be made of such Intellectual Property by the Company or any of its subsidiaries, trade nameor (2) could not reasonably be expected, copyrightindividually or in the aggregate, trade secretto have a Material Adverse Effect. To the knowledge of the Company, license all Intellectual Property owned by or licensed to the Company is valid and enforceable except where such invalidity or unenforceability would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries is subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other intellectual property right governmental department, commission, board, bureau, agency or franchise right instrumentality, domestic or foreign, or any arbitrator, nor has the Company or any of its subsidiaries entered into or become a party to any agreement made in settlement of any personpending or threatened litigation, that restricts or impairs its use of any Intellectual Property other than any such restrictions that could not reasonably be expected to result in a Material Adverse Effect. The Company has and its subsidiaries have taken commercially reasonable actions necessary to maintain and protect all registered Intellectual Property owned by the Company or its subsidiaries, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to protect, maintain the confidentiality of all material trade secrets and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as confidential information owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company or any of its subsidiaries, and, the knowledge of the Company, no such trade secrets or confidential information have been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, or parties who are bound by written confidentiality agreements. All founders, key employees and other employees, in each case who are currently with the Company or any of its subsidiaries, involved in the development of Intellectual Property for the Company or any of its subsidiaries have signed confidentiality and invention assignment agreements with the Company. No employee contributing to any material Intellectual Property developed for and intended to be owned by the Company or its subsidiaries has failed to assign all of such employee’s rights, title and interest in such Intellectual Property to the Company or its subsidiaries. No independent contractor contributing to any material Intellectual Property developed for and intended to be owned by the Company or its subsidiaries has failed to assign all of such independent contractor’s rights, title and interest in such Intellectual Property to the Company or its subsidiaries, or, in the alternative, granted to the Company a license thereunder as necessary for the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s subsidiaries’ business.

Intellectual Property. (i) The Company and its Subsidiaries subsidiaries own or possess have the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasestrademark registrations, formulaeservice xxxx registrations, know how, Internet domain names and other intellectual property (including source indicators, copyrights and copyrightable works, know-how, trade secrets and other unpatented and/or unpatentable proprietary confidential informationsecrets, systems, procedures, databases, data, proprietary or procedures) confidential information and all other worldwide intellectual property and proprietary rights (collectively, “Intellectual Property AssetsProperty”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only for or material to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities conduct of their respective businesses as currently conducted infringeand as described in the Registration Statement, misappropriatethe Pricing Disclosure Package and the Prospectus and, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the knowledge of the Company’s Knowledge still pending, by any other person to the rights conduct of the respective businesses of the Company and its Subsidiaries subsidiaries as currently conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus have not and do not infringe or misappropriate any Intellectual Property rights of any third party, and, (ii) the Company and its subsidiaries have not received any notice of any infringement of, or conflict with, asserted rights of others with respect to any Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect to the Company and its subsidiaries, taken as a whole. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, (x) except as described in the Registration Statement, Pricing Disclosure Package, or the Prospectus, all Intellectual Property Assets owned or used by the Company or its Subsidiariessubsidiaries is owned free and clear of all liens, encumbrances and other similar restrictions (other than non-exclusive licenses granted to third parties in the ordinary course of business consistent with past practice) and is owned solely by the Company or its subsidiaries; and (y) no Intellectual Property owned by the Company or its subsidiaries has been found to be invalid or unenforceable. To the knowledge of the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringeno third party has infringed, misappropriatemisappropriated or otherwise violated, or is infringing, misappropriating or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach ofviolating, any Intellectual Property license, and the Company has no Knowledge of any breach owned by or anticipated breach by any other person of any Intellectual Property license exclusively licensed to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against subsidiaries; and (z) the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has and its subsidiaries have taken reasonable steps in accordance with normal industry practice to protect, maintain and safeguard its Intellectual Property Rights, including the execution confidentiality of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect ofall trade secrets, the Company’s right value of which to own, use, the Company or hold for use any of its subsidiaries is contingent upon maintaining the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessconfidentiality thereof.

Intellectual Property. The Company (a) Schedule 3.14(a) of the Disclosure Schedules sets forth a true and its Subsidiaries own or possess the valid right to use complete list of all (i) valid and enforceable patentsregistered Marks, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works pending applications for registrations of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conductedMarks, and as proposed to be conducted, and described in the Prospectus, provided unregistered Marks that the foregoing representation is made only are material to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities operation of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights business of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringeconducted, misappropriate, Patents and registered Copyrights owned (in whole or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable part) by or against the Company and its Subsidiaries, as the case may be, and, exclusively licensed to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries, and unregistered Copyrights in all software products made commercially available by the Company and its Subsidiaries (collectively, “Company Listed IP”), identifying for each whether it is a partyowned by or exclusively licensed to the Company or the relevant Subsidiary. To the Knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company (collectively, “Company IP”), including all Company IP issued by or registered with the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency anywhere in the world (collectively “Company Registered IP”) (other than patent applications or applications to register trademarks or copyrights), is subsisting, valid and enforceable. Except as described in set forth on Schedule 3.14(a) of the ProspectusDisclosure Schedules, no claim has been made against neither the Company nor any of its Subsidiaries has received any written notice or claim challenging the validity or enforceability of any Company IP or alleging the infringement by any misuse of such Company IP. Neither the Company nor any of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company its Subsidiaries has taken reasonable steps any action or failed to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not take any action that could reasonably be expected to result in the loss abandonment, cancellation, forfeiture, relinquishment, invalidation or impairment unenforceability of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as ownedCompany Listed IP, used except for any issuances, registrations or held applications for use in the conduct of the business as currently conducted. The any Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by Listed IP that the Company or its Subsidiaries has permitted to expire or has cancelled or abandoned in their reasonable business judgment. No Company Listed IP has been or is now involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and, to the conduct Knowledge of the Company’s business. No claims have , no such action is or has been asserted or threatened against with respect to any of the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessListed IP.

Intellectual Property. The Except as described, or by incorporated by reference, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries subsidiaries own or possess the valid right adequate rights to use all (i) valid and enforceable material patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasestrademark registrations, formulaeservice xxxx registrations, know howdomain names, Internet domain names and other intellectual property goodwill associated with the foregoing, copyrights, licenses, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) and other technology and intellectual property rights (collectively, “Intellectual Property AssetsProperty”) necessary to for the conduct their respective businesses of its business as currently conducted, conducted and as proposed to be conductedconducted as set forth in the Registration Statement, the Pricing Disclosure Package and described in the Prospectus, provided that except where the foregoing representation is made only failure to own or possess adequate rights to use such Intellectual Property would not reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities , the conduct of their respective businesses as currently conducted and as proposed to be conducted as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, does not infringe, misappropriate, misappropriate or otherwise violateviolate any such rights of others, valid and enforceable Intellectual Property Rights of any other personexcept as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, and have the Company has not received any notice in the past six years or any written notice of any challengeclaim of infringement, which is misappropriation or other violation of any Intellectual Property of any third party, or any claim challenging the validity, scope, or enforceability of any Intellectual Property owned by or licensed to the Company or the Company’s Knowledge still pendingrights therein, by excluding office actions before the U.S. Patent and Trademark Office and foreign patent and trademark offices arising in the ordinary course of prosecuting any other person pending applications included within such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, no third party has infringed, misappropriated or otherwise used Intellectual Property owned by the Company in conflict with the Company’s rights of therein. Except as described, or incorporated by reference, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all Intellectual Property owned by the Company is owned solely by the Company and its Subsidiaries with respect is owned free and clear of all material liens, encumbrances, defects or other restrictions. Except as would not reasonably be expected to have a Material Adverse Effect, all licenses pursuant to which any material Intellectual Property Rights or Intellectual Property Assets owned or used by is licensed to the Company are free and clear of all liens and free of any restrictions or its Subsidiaries. To defects that would conflict with the conduct of the business of the Company’s Knowledge, . The Company has no knowledge of any specific facts that would support a finding that any of the issued or granted patents owned by or licensed to the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, is invalid or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, unenforceable and, to the knowledge of the Company’s Knowledge, all such issued or granted patents are valid and enforceable. To the other parties thereto in accordance to its termsknowledge of the Company, except (i) as limited by laws of general there is no patent or patent application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach third party that contains claims that would interfere with a patent or anticipated breach patent application owned by any other person of any Intellectual Property license or licensed to which the Company or any of its Subsidiaries subsidiaries, and no such patent interference has been provoked or declared. The Company is not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a partyparty to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their respective use of any Intellectual Property. Except as The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Intellectual Property owned by the Company from their employees, consultants, agents and contractors. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the ProspectusRegistration Statement, no claim has been made against the Company alleging General Disclosure Package and the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license Prospectus and are not described in or other intellectual property right or franchise right of any personall material respects. The Company has taken reasonable steps and its subsidiaries are not a party to protector bound by any options, maintain and safeguard its licenses or agreements with respect to the Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person or entity that are required to be set forth in respect of, the Prospectus and are not described in all material respects. To the knowledge of the Company’s , no governmental agency or body or other third party has any claim or right in or to own, use, any Intellectual Property owned by the Company or hold for use any of the Intellectual Property Rights its subsidiaries, except as owned, used or held for use in would not reasonably be expected to have a Material Adverse Effect on the conduct of the its business as currently conductedconducted and as proposed to be conducted as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. No software governed by a license commonly referred to as an open source, free software, copyleft or community source code license, including, but not limited to, the GNU General Public License or GNU Lesser General Public License (such software, “Open Source Software”), is used by the Company or any of its subsidiaries in a manner that obligates the Company to (A) distribute or disclose any other software combined, distributed or otherwise made available with such Open Source Software in source code form or (B) license or otherwise make available such Open Source Software and/or other software combined, distributed or otherwise made commercially available with such Open Source Software or any associated Intellectual Property on a royalty free basis, except as would not reasonably be expected to have a Material Adverse Effect. The Company has at and its subsidiaries have taken all times complied reasonable security measures to protect its rights in material confidential information and material trade secrets they own, including, without limitation, requiring each employee and consultant and any other person with all applicable laws relating access to privacymaterial trade secrets to execute a binding confidentiality agreement and, data protection, and to the collection and use of personal information collected, used, or held for use by the Company in the conduct knowledge of the Company’s business. No claims , there has not been any breach by any party to such confidentiality agreements, except where such breach would not reasonably be expected to have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessMaterial Adverse Effect.

Intellectual Property. Other than as would reasonably be expected to result in a Material Adverse Change The Company and its Subsidiaries subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, conducted and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariessubsidiaries. To the knowledge of the Company’s Knowledge, the Company and its Subsidiariessubsidiaries’ respective businesses as currently now conducted do not infringegive rise to any infringement of, misappropriateany misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, of any Intellectual Property license, and the Company has no Knowledge knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license to which the Company or any of its Subsidiaries is a partylicense. Except Other than as described in the ProspectusRegistration Statement, no material claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.

Intellectual Property. The Except as disclosed in the Registration Statement, General Disclosure Package, and Prospectus, the Company and its the Subsidiaries own have, or possess the valid right have rights to use use, all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarksapplications, service marks, trade names, databasestrade secrets, formulaeinventions, know howcopyrights, Internet domain names licenses, and other intellectual property (including trade secrets rights and other unpatented and/or unpatentable proprietary confidential information, systems, similar rights it believes are necessary or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct required for use in connection with their respective businesses as currently conducted, and as proposed to be conducted, and described in the ProspectusRegistration Statement, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriateGeneral Disclosure Package, or otherwise violatethe Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, valid and enforceable the “Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its SubsidiariesRights”). To the knowledge of the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do is not infringenow infringing any valid claim of any issued patents, misappropriatecopyrights, or otherwise violate any valid and enforceable Intellectual Property Rights trademarks of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equityothers. The Company has complied in all material respects with, and is not in breach in conducted a “freedom to operate” study. Neither the Company nor any material respect nor Subsidiary has received in writing any asserted a notice (written or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated 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 otherwise) that any of the Intellectual Property Rights has expired, terminated, or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably be expected to have a Material Adverse Effect or as owned, used or held for use disclosed in the conduct Registration Statement. Other than as specifically described in the Registration Statement, the General Disclosure Package, or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the business latest audited financial statements included within the Registration Statement, the General Disclosure Package, the Prospectus, or the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Company’s products or planned products as currently conducteddescribed in the Registration Statement, the General Disclosure Package, or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all of the Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company has at all times complied with all applicable laws relating and the Subsidiaries have taken reasonable security measures to privacyprotect the secrecy, data protectionconfidentiality, and the collection and use value of personal information collectedall of their intellectual properties, usedexcept where failure to do so could not, individually or held for use by the Company in the conduct of the Company’s business. No claims aggregate, reasonably be expected to have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessMaterial Adverse Effect.

Intellectual Property. The Except as disclosed in the Registration Statement or the Prospectus, the Company and its Subsidiaries subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, licenses and trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed except to be conductedthe extent that the failure to own, and described possess, license or have other rights to use such Intellectual Property Rights or Intellectual Property Assets would not, individually or in the Prospectusaggregate, provided that the foregoing representation is made only reasonably be expected to the Company’s Knowledge as it concerns third party rights and trademarksresult in a Material Adverse Change. The Company and its Subsidiaries subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariessubsidiaries. To the knowledge of the Company’s Knowledge, the Company and its Subsidiariessubsidiaries’ respective businesses as currently now conducted do not infringeconstitute infringement of, misappropriatemisappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are to which the Company is a party are, to the Company’s knowledge, valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its with their terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in material breach in any material respect nor has received in writing any written notice of any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge knowledge of any breach or anticipated material breach by any other person of to any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made in writing against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated 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 's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held by the Company for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.

Intellectual Property. The Company and its Subsidiaries own subsidiaries own, or possess the have a valid right license to use or otherwise take advantage of, all (i) valid and enforceable patentsIntellectual Property. To the knowledge of the Company, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “no claims or allegations have been made by anyone that the use or other exercise of any Intellectual Property Rights”) and (ii) inventionsby the Company and/or any subsidiary infringes or otherwise violates the rights of anyone, softwareand, works to the knowledge of authorshipsthe Company, trademarksthe use or other exercise by the Company and/or its subsidiaries of any Intellectual Property does not infringe on the rights of anyone. To the knowledge of the Company, service marksno entity is infringing, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systemsmisappropriating or otherwise violating the Intellectual Property. The Intellectual Property is exclusively owned by, or procedures) (collectivelylicensed to or by, “the Company and/or its subsidiaries and the owned Intellectual Property Assets”) necessary is not subject to conduct their respective businesses as currently conductedany licenses or other encumbrances, and as proposed to be conducted, and described in other than encumbrances that do not materially interfere with the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarksuses of such Intellectual Property. The Company and its Subsidiaries subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringetaken and, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is prior to the Company’s Knowledge still pendingEffective Time will continue to take, by any other person such measures as are reasonably necessary to the rights of the Company preserve and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of protect the Intellectual Property Rights described in the Prospectus are validProperty, binding upon, and enforceable by other than third-party software generally available on a “shrink wrap” license or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equitysimilar basis. The Company has complied in provided Parent with true and correct copies of all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any contracts relating to Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or and/or any of its Subsidiaries subsidiaries is a party. Except as described in the ProspectusAs used herein, no claim has been made against the Company alleging the infringement by the Company “Intellectual Property“ includes all patents, copyrights, trade secrets, trademarks, trade names, service marks (including any applications for, and registrations of any of the foregoing), ideas, concepts, discoveries, know-how, technology, inventions, improvements, modifications, techniques, processes, methods, operations, products, services, models, prototypes, logos, styles, designs (whether the design is ornamental or otherwise), computer programs and related documentation, other works of authorship, mask works and the like that are subject to patent, trademark, service xxxx, trade name, copyright, trade secret, license in trademark or other intellectual property right protection, and are used in, material to or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated 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 necessary for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with 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 and/or its subsidiaries as conducted on the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessdate hereof.

Intellectual Property. (i) The Company and its the Company Subsidiaries own (free and clear of any claims, Liens, encumbrances, exclusive licenses or possess non-exclusive licenses not granted in the ordinary course of business) or have a valid right license to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, used in or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct carry on their respective businesses business as currently conducted, and as proposed to be conducted(ii) such Intellectual Property referenced in clause (i) above is valid, subsisting and enforceable, and described in the Prospectusis not subject to any outstanding order, provided that the foregoing representation is made only to judgment, decree or agreement adversely affecting the Company’s Knowledge as it concerns third party or the Company Subsidiaries’ use of, or rights and trademarksto, such Intellectual Property. The Company and its the Company Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable sufficient rights to use all Intellectual Property Rights used in their business as presently conducted, all of any other person, and have not received written notice of any challenge, which is to rights shall survive unchanged the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in and the loss other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or impairment misappropriation of, or any conflict with, the rights of or payment of any additional amounts others with respect toto any Intellectual Property, nor require the consent of and no reasonable basis exists for any other person in respect of, such claim. To the Company’s right to ownknowledge, useno third party has infringed, misappropriated or hold for use any of otherwise violated the Intellectual Property Rights as owned, used or held for use in the conduct rights of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted, or, to the Company’s business. No claims have been asserted or knowledge, threatened against the Company alleging a violation of or any person’s privacy Company Subsidiary concerning the ownership, validity, registerability, enforceability, infringement or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protectionuse of, or licensed right to use, any Intellectual Property. To the collection and use of personal information collected, used, or held for use by the Company in the conduct knowledge of the Company’s business, none of the Company or any of the Company Subsidiaries is using or enforcing any Intellectual Property owned by or licensed to the Company or any of the Company Subsidiaries in a manner that would be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property. The Company takes and each of the Company Subsidiaries has taken all reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during protect the time they were employed Intellectual Property owned by or under contract with licensed to the Company and that are material to or any of the Company’s businessCompany Subsidiaries.

Intellectual Property. The Company Except as has not had and its Subsidiaries own would not reasonably be expected to have, individually or possess in the valid right to use all aggregate, a Material Adverse Effect, (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights each of the Company and the Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (ii) the use of any Intellectual Property by the Company and the Subsidiaries does not infringe on or otherwise violate the rights of any Person and is in accordance with any applicable license pursuant to which the Company or any Subsidiary acquired the right to use any Intellectual Property; (iii) to the knowledge of the Company, no Person is challenging, infringing on or otherwise violating any right of the Company or any of the Subsidiaries with respect to any Intellectual Property Rights owned by and/or licensed to the Company or the Subsidiaries; and (iv) neither the Company nor any of the Subsidiaries has received any written notice or otherwise has knowledge of any pending claim, order or proceeding with respect to any Intellectual Property Assets owned or used by the Company or the Subsidiaries and to its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable knowledge no Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable owned and/or licensed by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its the Subsidiaries is being used or enforced in a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps manner that would reasonably be expected to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss abandonment, cancellation or impairment unenforceability of such Intellectual Property. For purposes of this Section, the term "Intellectual Property" shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or payment renewal of any additional amounts with respect tosuch registration or application; inventions, nor require the consent of discoveries and ideas, whether patentable or not, in any other person jurisdiction; patents, applications for patents (including, without limitation, divisions, continuations, continuations in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protectionpart and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the collection use or disclosure thereof by any Person; writings and use other works, whether copyrightable or not, in any jurisdiction; registrations or applications for registration of personal information collected, used, or held for use by the Company copyrights in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rightsjurisdiction, and the consummation of the transactions contemplated hereby will not breach any renewals or otherwise cause extensions thereof; and any violation of any law related to privacy, data protection, similar intellectual property 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 has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessproprietary rights.

Intellectual Property. The Except as set forth in Section 3.1(o) of the Disclosure Schedule and except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) the Company and each of its Subsidiaries own subsidiaries owns, or possess the valid right is licensed to use (in each case, clear of any Liens), all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”(as defined below) and (ii) inventions, software, works used in or necessary for the conduct of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses its business as currently conducted, and as proposed to be conducted, and described in ; (b) the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received use of any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries subsidiaries does not infringe on or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which the Company or any subsidiary acquired the right to use any Intellectual Property; and (c) to the knowledge of the Company, no person is challenging, infringing on or otherwise violating any right of the Company or any of its subsidiaries with respect to any Intellectual Property Rights owned by and/or licensed to the Company or its subsidiaries and (d) neither the Company nor any of its subsidiaries has received any written notice of any pending claim with respect to any Intellectual Property Assets used by the Company and its subsidiaries and to its knowledge no Intellectual Property owned or used and/or licensed by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, subsidiaries is being used or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described enforced in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not manner that would result in the loss abandonment, cancellation or impairment unenforceability of such Intellectual Property. For purposes of this Agreement, "Intellectual Property" shall mean trademarks, service marks, brand names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including, without limitation, divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other works, whether copyrightable or not, in any jurisdiction; registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; any similar intellectual property or proprietary rights; and any claims or causes of action arising out of or payment relating to any infringement or misappropriation of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessforegoing.

Intellectual Property. The Company and its Subsidiaries own Employee shall not, at any time, have or possess the valid right to use all (i) valid and enforceable patentsclaim any right, patent applicationstitle or interest in any trade name, trademarkspatent, trademark registrationstrademark, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licensescopyright, trade secret secret, intellectual property, methodologies, technologies, procedures, concepts, ideas or other similar rights (collectively, “Intellectual Property RightsProperty”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary belonging to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described affiliates and shall not have or claim any right, title or interest in or to any material or matter of any kind prepared for or used in connection with the Prospectus, no claim has been made against business or promotion of the Company alleging or any of its affiliates, whether produced, prepared or published in whole or in part by the infringement Employee or by the Company or any of its affiliates. All Intellectual Property that is conceived, devised, made, developed or perfected by the Employee, alone or with others, during the Employee’s employment that is related in any way to the Company’s or any of its affiliates’ business or is devised, made, developed or perfected utilizing equipment or facilities of the Company or its affiliates shall be works for hire and become the sole, absolute and exclusive property of the Company. If and to the extent that any of such Intellectual Property should be determined for any reason not to be a work for hire, the Employee hereby assigns to the Company all of the Employee’s right, title and interest in and to such Intellectual Property. At the reasonable request and expense of the Company but without charge to the Company, whether during or at any time after the Employee’s employment with the Company, the Employee shall cooperate fully with the Company and its affiliates in the securing of any trade name, patent, trademark, service xxxx, trade name, copyright, trade secret, license in copyright or intellectual property protection or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain similar rights in the United States and safeguard its Intellectual Property Rightsin foreign countries, including without limitation, the execution and delivery of appropriate nondisclosure assignments, patent applications and confidentiality agreementsother documents or papers. The consummation In accordance with the Illinois Employee Patent Act, 765 ILCS 1060, the Employee is hereby notified by the Company, and understands, that the foregoing provisions do not apply to an invention for which no equipment, supplies, facilities or trade secret information of the transactions contemplated by this Agreement will not result in the loss Company 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 its affiliates was used and which was developed entirely on the Intellectual Property Rights as ownedEmployee’s own time, used or held for use in unless (i) the conduct invention relates (A) to the business of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material (B) to the Company’s businessor any of its affiliate’s actual or demonstrably anticipated research and development, or (ii) the invention results from any work performed by the Employee for the Company.

Intellectual Property. The Company and its Subsidiaries own or possess the valid right to use possess, or have licenses to, all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databasestrademark registrations, formulaeservice xxxx registrations, know howcopyrights, Internet domain names and other intellectual property know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, information or procedures) (collectively, “Intellectual Property AssetsProperty”) necessary to for the conduct their respective businesses of the business of the Company as currently conducted, conducted and as proposed to be conducted. The conduct of the business of the Company will not infringe, misappropriate or conflict in any material respect with any Intellectual Property of others. The Company has not received any notice of any claim of infringement, misappropriation or conflict with any Intellectual Property of others in connection with the conduct of its business, and described in the ProspectusCompany is unaware of any facts which would form a reasonable basis for any such claim. There is no pending or, provided that to the foregoing representation is made only to knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, in or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used licensed by the Company or its Subsidiaries. To (the Company’s Knowledge“Company Intellectual Property”), and the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights is unaware of any other person. All licenses facts which would form a reasonable basis for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equityany such claim. The Company has complied or will comply in all material respects withwith the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect. Each person who is not or was an employee or contractor of the Company and who is or was involved in breach in the creation or development of any material respect nor has received in writing any asserted or threatened claim of breach of, any Company Intellectual Property license, and has signed an agreement containing an assignment to the Company has no Knowledge of any breach or anticipated breach by any other person of any such person’s rights in and to such Company Intellectual Property. Other than ordinary course activities consistent with past practice, all Company Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement owned by the Company and registered with any governmental authority has been duly maintained in accordance with applicable law in all material respects, including submission of any patent, trademark, service xxxx, trade name, copyright, trade secret, license all necessary filings and payment of fees in or other intellectual property right or franchise right accordance with the legal and administrative requirements of any personthe appropriate jurisdictions. The Company has taken reasonable steps to protect, maintain and safeguard its not received any notice or is otherwise aware of any facts or circumstances which would render any issued patents within the Company Intellectual Property Rights, including invalid or unenforceable. To the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with 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 knowledge of the Company’s business. No claims have been asserted or threatened against , all material technical information developed by and belonging to the Company alleging a violation of any person’s privacy or personal information or data rights, and which has not been patented has been kept confidential. To 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 knowledge of the Company’s business. The , there is no infringement or misappropriation by third parties of any Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessIntellectual Property.

Intellectual Property. The Company and its Subsidiaries own collectively own, possess, license or possess the valid right have other rights to use all (i) valid material foreign and enforceable domestic patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade and service mxxx registrations, trade names, databasescopyrights, formulaelicenses, know howinventions, Internet domain names trade secrets, technology, know-how and other intellectual property (including trade secrets proprietary rights and other unpatented and/or unpatentable proprietary confidential informationprocesses necessary for the conduct of their businesses, systemstaken as a whole, as now conducted or procedures) as proposed in the SEC Reports to be conducted (collectively, the “Intellectual Property AssetsProperty”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries). To the Company’s Knowledge, (i) there are no rights of third parties to any Intellectual Property, other than as licensed by the Company and Company; (ii) the Company’s or its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate use of any valid and enforceable such Intellectual Property Rights in the conduct of its business as presently conducted does not infringe upon the rights of any other person. All licenses for the use third parties; (ii) there is no infringement by third parties of the any such Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by Property; (iii) there is no pending or against the Company and its Subsidiaries, as the case may be, and, to threatened Action challenging the Company’s Knowledge, rights in or to or scope of any such Intellectual Property; (iv) there is no pending or threatened Action challenging the other parties thereto in accordance to its terms, except (i) as limited by laws validity or scope of general application relating to bankruptcy, insolvency and other relief of debtors any such Intellectual Property; and (iiv) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and there is not in breach in any material respect nor has received in writing any asserted no pending or threatened claim of breach of, any Intellectual Property license, and Action that the Company has no Knowledge of any breach infringes or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of otherwise violates any patent, trademark, service xxxx, trade name, copyright, trade secret, license in secret or other intellectual property right or franchise right proprietary rights of any personothers. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will is not result in the loss or impairment of or payment aware of any additional amounts facts required to be disclosed to the U.S. Patent and Trademark Office which have not been disclosed to the U.S. Patent and Trademark Office and which would preclude the grant of a patent in connection with 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 patent application of the Intellectual Property Rights as owned, used or held for use in could form the conduct basis of a finding of invalidity with respect to any issued patents of the business as currently conductedIntellectual Property. The Company has at and its Subsidiaries collectively have taken reasonable security measures to protect the secrecy, confidentiality and value of all times complied with all applicable laws relating of the Intellectual Property, except where the failure to privacydo so would not, data protection, and the collection and use of personal information collected, used, individually or held for use by the Company in the conduct of the Company’s business. No claims aggregate, have been asserted or threatened against the Company alleging reasonably be expected to have a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessMaterial Adverse Effect.

Intellectual Property. The Except for specific matters described in the General Disclosure Package and the Final Prospectus, the Company and its Subsidiaries own subsidiaries own, possess or possess the valid right can acquire on reasonable terms, sufficient rights to use use, all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrationstrade names (including all goodwill associated with the foregoing), Internet domain name registrationspatent rights, copyrights, copyright registrationsdomain names, licenses, approvals, trade secret rights secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works material to the conduct of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, the business now conducted or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed in the General Disclosure Package or the Final Prospectus to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarksconducted by them. The Company has taken reasonable and customary actions to prosecute and maintain each material patent and patent application owned by or exclusively licensed to the Company or its Subsidiaries have not received subsidiaries. Neither the Company nor any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringeits subsidiaries has infringed, misappropriate, misappropriated or otherwise violate, valid and enforceable violated the Intellectual Property Rights of any other personthird party in a manner that could reasonably be expected to have a Material Adverse Effect. Neither the manufacture of, nor the use or sale of, any of the product candidates described in the General Disclosure Package and have not received written notice of any challengethe Final Prospectus, which is would, to the Company’s Knowledge still pendingknowledge, by any other person to materially infringe or otherwise materially violate the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights of any third party. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties to any of the Intellectual Property Assets Rights owned or used purported to be owned by the Company or its Subsidiaries. To subsidiaries, (ii) to the Company’s Knowledgeknowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringethere is no infringement, misappropriatemisappropriation, breach, default or other violation, or otherwise violate any valid and enforceable Intellectual Property Rights the occurrence of any other person. All licenses for event that with notice or the use passage of time would constitute any of the foregoing, by any third party of any of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectussubsidiaries, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated 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 (iii) none of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with 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 or any of its subsidiaries in the conduct of the Company’s business. No claims have their businesses has been asserted obtained or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, is being used or held for use by the Company or any of its subsidiaries in violation of any contractual obligation binding on the conduct Company or any of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized accessits subsidiaries or in violation of any rights of any third party, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with (iv) the Company and that are material its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any subsidiary is contingent upon maintaining the confidentiality thereof and (v) to the Company’s businessknowledge, all Intellectual Property Rights owned by or exclusively licensed to the Company or any of its subsidiaries are valid and enforceable. Except as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect, there is no pending or threatened action, suit, proceeding or claim by any third party (x) challenging the Company’s or any of its subsidiaries’ rights in or to, or alleging the violation of any of the terms of, any of their Intellectual Property Rights, (y) challenging the validity, enforceability or scope of any Intellectual Property Rights owned by or exclusively licensed to the Company or any of its subsidiaries, or (z) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property Rights of any third party.

Intellectual Property. The Except as disclosed in the SEC Reports, the Company and its Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or possess the a valid license or other lawful right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventionsRights necessary, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, used or procedures) (collectively, “Intellectual Property Assets”) necessary held for use to conduct their respective businesses its business as currently conducted, presently conducted and as presently proposed to be conducted. Each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) is valid and enforceable, and described in none of the ProspectusCompany or its Subsidiaries and, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The knowledge of the Company and its Subsidiaries have not received Subsidiaries, none of the counterparties to any opinion from their legal counsel concluding that any activities such contract, is in default or breach thereunder or thereof. The conduct of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with respect to any the Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariesof others. To the Company’s Knowledge, knowledge of the Company and its Subsidiaries’ respective businesses , no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. Except as currently conducted do not infringedisclosed in the SEC Reports, misappropriatenone of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or otherwise violate claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any valid and enforceable information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any other person. All licenses for the use of the Intellectual Property Rights described used in the Prospectus are validbusiness of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, binding upon, know-how and enforceable by or against other confidential information of the Company and its Subsidiaries, as the case may beapplicable, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (iiB) assign to one of the Company or its Subsidiaries, as limited by rules of law governing specific performanceapplicable, injunctive relief all right, title and other equitable remedies interest in and by general principles of equity. The Company has complied in to all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property licenseRights created by such Person in the course of his, and the Company has no Knowledge of any breach her or anticipated breach its employment or other engagement by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a partySubsidiaries. Except as described in the ProspectusFor purposes of this Agreement, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its “Intellectual Property Rights” means all intellectual property and proprietary rights, including the execution all (i) trademarks, trade names, service marks, service names, domain names, and other designation of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect toorigin, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied together with all applicable laws relating to privacygoodwill associated therewith, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all (ii) original works of authorship and inventions made by its employeescopyrights, consultants (iii) patents and contractors during the time they were employed by or under contract patent applications, together with the Company all divisionals, continuations, continuations-in-part, reissues and that are material reexaminations thereof, including all rights to the Company’s businessfile applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.

Intellectual Property. The Company CenterState and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any material Liens), all Intellectual Property necessary for the conduct of its business as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CenterState: (a) (i) to the knowledge of CenterState, the use of any Intellectual Property by CenterState and its Subsidiaries own does not infringe, misappropriate or possess otherwise violate the valid rights of any person and is in accordance with any applicable license pursuant to which CenterState or any CenterState Subsidiary acquired the right to use all (i) valid and enforceable patentsany Intellectual Property, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventionsno person has asserted in writing to CenterState that CenterState or any of its Subsidiaries has infringed, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, misappropriated or procedures) (collectively, “otherwise violated the Intellectual Property Assets”rights of such person, (b) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities knowledge of their respective businesses as currently conducted infringeCenterState, misappropriateno person is challenging, infringing on or otherwise violate, valid and enforceable Intellectual Property Rights violating any right of CenterState or any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company and/or licensed to CenterState or its Subsidiaries. To , and (c) neither CenterState nor any CenterState Subsidiary has received any written notice of any pending claim with respect to any Intellectual Property owned by CenterState or any CenterState Subsidiary, and CenterState and its Subsidiaries have taken commercially reasonable actions to avoid the Company’s Knowledgeabandonment, the Company cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by CenterState and its Subsidiaries’ respective businesses as currently conducted do not infringe. For purposes of this Agreement, misappropriate“Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or otherwise violate any valid and enforceable Intellectual Property Rights renewal of any other person. All licenses such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and know-how, including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and registrations or applications for registration of the Intellectual Property Rights described copyrights in the Prospectus are valid, binding uponany jurisdiction, and enforceable by any renewals or against the Company extensions thereof; and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other similar intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data proprietary rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.

Intellectual Property. The Except for specific matters the Company is aware of that are accurately described in the Registration Statement, the Pricing Disclosure Package and its Subsidiaries own the Prospectus, and except as would not, individually or possess in the valid right aggregate, reasonably be expected to have a Material Adverse Effect, the Company owns, licenses, otherwise possesses, or can promptly acquire on commercially reasonable terms, adequate rights to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorshipspatents, trademarks, service marks, trade names, databasesdomain names, formulaecopyrights, know licenses, technology, know-how, Internet domain names trade secrets and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systemssystems or procedures (including all goodwill associated with, or proceduresand all registrations and applications for registration of, the foregoing) (collectively, “Intellectual Property AssetsProperty”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only for or material to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and conduct of its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted by it. Except for specific matters the Company is aware of that are accurately described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the conduct of the business of the Company, has not infringed, misappropriated or otherwise violated any Intellectual Property of others in any material respect, and to the knowledge of the Company, the conduct of the business of the Company as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted by it will not infringe, misappropriate, misappropriate or otherwise violate, valid and enforceable violate the Intellectual Property Rights of others in any other personmaterial respect. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as would not, individually or in the aggregate, reasonably be expected to have not received written notice a Material Adverse Effect, there is no pending or, to the knowledge of any challengethe Company, which is to threatened action, suit, proceeding or claim (i) challenging the Company’s Knowledge still pendingrights in or to, by or alleging the violation of any other person to the rights of the terms of, any of its Intellectual Property; (ii) alleging that the Company and its Subsidiaries has infringed, misappropriated or otherwise violated or conflicted with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for third party; or (iii) challenging the use of the Intellectual Property Rights described in the Prospectus are validvalidity, binding upon, and enforceable by scope or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person enforceability of any Intellectual Property license owned by or exclusively or co-exclusively licensed to which the Company or any of its Subsidiaries is a partyCompany. Except as described in the ProspectusRegistration Statement, no claim has been made against the Company alleging Pricing Disclosure Package and the infringement Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all Intellectual Property owned or licensed by the Company is, to the knowledge of the Company, valid and enforceable, is solely owned, licensed or co-licensed by the Company, is owned free and clear of all liens, encumbrances, defects and other restrictions, and to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated owned by this Agreement will not result in the loss or impairment of exclusively or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, co-exclusively licensed to the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all applicable laws relating Intellectual Property, the value of which to privacy, data protectionthe Company is contingent upon maintaining the confidentiality thereof, and no such Intellectual Property has been disclosed other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the collection Company, all of whom are bound by written obligations to maintain the confidentiality thereof, except for disclosures that would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, all founders, current and use former employees, contractors, consultants and other parties involved in the development of personal information collectedIntellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company, usedpursuant to which the Company either (x) has obtained ownership of and is the exclusive owner of such Intellectual Property, or held (y) has obtained a valid right to exploit such Intellectual Property, sufficient for use by the Company in the conduct of its business as currently conducted and as proposed in the Company’s business. No claims have been asserted or threatened against Registration Statement, the Company alleging a violation of any person’s privacy or personal information or data rights, Pricing Disclosure Package and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related Prospectus 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 has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessbe conducted.

Intellectual Property. The Each of the Company and its Subsidiaries own owns or possess is duly licensed (and, in such event, has the valid unfettered right to grant sublicenses) to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrationsapplications, trade names, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrationsapplications, licenses, trade secret rights (collectivelypermits, “Intellectual Property Rights”) and (ii) inventions, softwarediscoveries, works of authorshipsprocesses, trademarksscientific, service markstechnical, trade namesengineering and marketing data, databasesobject and source codes, formulae, know how, Internet domain names and other intellectual property know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property Assets”"INTANGIBLES") necessary for the conduct of its business as now being conducted and as presently contemplated to conduct their respective businesses as currently conductedbe conducted in the future. Section 3(l) of the Disclosure Schedule sets forth a list of all Intangibles owned and/or used by the Company in its business. To the knowledge of the Company and its Subsidiaries, neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to xxx or settlement agreement with respect to the validity of the Company's or its Subsidiaries' ownership of or right to use its Intangibles and there is no reasonable basis for any such claim to be successful. The Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and as proposed to be conducted, all applications therefor are pending and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarksgood standing. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of complied, in all material respects, with their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is contractual obligations relating to the Company’s Knowledge still pending, by any other person to the rights protection of the Company and its Subsidiaries with respect Intangibles used pursuant to any Intellectual Property Rights licenses. No person is infringing on or Intellectual Property Assets violating the Intangibles owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.

Intellectual Property. The Company and its Subsidiaries own owns or possess possesses the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrationstrade names, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know know-how, Internet domain names and other intellectual property (including names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) , and other intellectual property (collectively, “Intellectual Property AssetsProperty”) necessary to conduct their respective businesses carry on its business as currently conducted, and as proposed to be conducted, conducted and described in the Prospectusthe SEC Filings, provided that and the foregoing representation Company is made only not aware of any claim to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received contrary or any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, challenge by any other person to the rights of the Company and its Subsidiaries with respect to any the foregoing except for those that could not have a Material Adverse Effect. The Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus SEC Filings are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is are not in breach in any material respect nor has have received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license license. To the Company’s Knowledge, the Company’s business as now conducted and as proposed to which the Company be conducted does not and will not infringe or conflict with any valid and enforceable patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other Intellectual Property or franchise right of its Subsidiaries is any person; and, if found to so infringe or conflict, would not do so in a partymanner or to an extent that it could have a Material Adverse Effect. Except as described in the Prospectus, no No claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property RightsProperty, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, use or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business businesses as currently conducted. With respect to the use of the software in the Company’s business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected, and to the Company’s Knowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is subject to the terms of any “open source” or other similar license that provides for the source code of the software to be publicly distributed or dedicated to the public. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s business.

Intellectual Property. The Company Disclosure Schedule 4.13 contains a true and its Subsidiaries own or possess correct list of all of the valid right to use Intellectual Property, including, but not limited to, all (i) valid trade and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain corporate names and other intellectual property registered and unregistered product names and trademarks used by the Seller in connection with the Business or the products used during the past three (including trade secrets 3) years, all licenses and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary rights granted by the Seller to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns any third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any such Intellectual Property Rights and all such licenses and other rights granted by any third party to the Seller except for licenses covering “off the shelf” or Intellectual Property Assets owned downloadable software that is generally available to the public and has not been materially modified or used by customized. Except as set forth on Disclosure Schedule 4.13, (a) the Company or its Subsidiaries. To the Company’s KnowledgeSeller owns and possesses all right, the Company title and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriateinterest in and to, or otherwise violate any has a valid and enforceable Intellectual Property Rights of any other person. All licenses for the use license to, all of the Intellectual Property Rights described in necessary for the Prospectus are valid, binding upon, operation of the Business as presently conducted and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws none of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any such Intellectual Property licensehas been abandoned; (b) no claim by any third party contesting the validity, and the Company has no Knowledge enforceability, use or ownership of any breach or anticipated breach by any other person of any such Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging Seller, is currently outstanding or, to the infringement by Knowledge of the Company Seller, is credibly threatened in writing, and to the Knowledge of the Seller, there is no reasonable basis for any such claim; (c) none of the Seller or any registered agent thereof has received any written notices of an allegation of any patentinfringement or misappropriation by, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right conflict with, any third party with respect to such Intellectual Property, nor has any such Person received any claims of infringement or franchise right misappropriation of or other conflict with any Intellectual Property of any person. The Company third party; (d) to the Knowledge of the Seller, the Seller has taken reasonable steps to protectnot infringed, maintain and safeguard its misappropriated or otherwise violated in any material respect any Intellectual Property Rightsof any third party, including nor to the execution Knowledge of appropriate nondisclosure and confidentiality agreements. The consummation the Seller will any infringement, misappropriation or other conflict with respect to the Intellectual Property occur as a result of the transactions contemplated by this Agreement will not result in described herein; and (e) to the loss Knowledge of the Seller, no other Person is infringing, misappropriating 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, useotherwise violating, or hold for use any of the Intellectual Property Rights as ownedhas infringed, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach misappropriated or otherwise cause any violation of any law related to privacyviolated, 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 has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessIntellectual Property.

Intellectual Property. The Company and its Subsidiaries own or possess the valid right to use all (i) The Company or one of its Subsidiaries owns, in all material respects (free and clear of any Lien other than Permitted Liens), or has, in all material respects, a valid license to use, all U.S. and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, non-U.S. trademarks, service marks, logos, designs, trade names, databases, formulae, know how, Internet internet domain names and other intellectual property (including corporate names, and the goodwill of the business connected with and symbolized by the foregoing, patents, registered designs, copyrights, and computer software, and all trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) know-how (collectively, “Intellectual Property AssetsTrade Secrets”) necessary and all other proprietary and intellectual property rights and information, including all grants, registrations and applications relating to conduct their respective businesses as currently conducted, and as proposed any of the foregoing (all of the foregoing to be conducted, and described in collectively referred to as the Prospectus, provided “Proprietary Rights”) that are necessary for the foregoing representation is made only conduct of the business of the Company as conducted on the date hereof (such Proprietary Rights owned by or licensed to the Company’s Knowledge as it concerns third party rights and trademarks. The , collectively, the “Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to Proprietary Rights”); (ii) the rights of the Company and its Subsidiaries with respect in the Company Proprietary Rights are, in all material respects, valid, subsisting and enforceable; (iii) as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any Intellectual Property material claim before a Governmental Entity (excluding, for the avoidance of doubt, office actions), or has received any written notice from any Person since December 25, 2004 in respect of any material Company Proprietary Rights which challenges the validity or Intellectual Property Assets owned enforceability of, or used by the rights of the Company or its Subsidiaries. To the Company’s Knowledgein, any of the Company and Proprietary Rights; (iv) neither the Company nor any of its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, Subsidiaries has violated or otherwise violate infringed any valid and enforceable Intellectual Property Proprietary Rights of any other person. All licenses Person, except for such violations or infringements which would not reasonably be expected to have a Company Material Adverse Effect; and (v) to the use knowledge of the Intellectual Property Rights described in the Prospectus are validCompany, binding upon, and enforceable by no person is violating or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach infringing in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach Proprietary Rights owned by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is except for such violations or infringements which would not be reasonably expected to have a party. Except as described in the Prospectus, no claim has been made against Company Material Adverse Effect; and (vi) neither the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as ownedits Subsidiaries has divulged to any Person any Trade Secrets without having obtained an agreement of confidentiality from such Person, used or held for use in the conduct of the business as currently conducted. The except where such divulgence would not reasonably be expected to have a Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessMaterial Adverse Effect.

Intellectual Property. The Company and its Subsidiaries subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, conducted and described in the General Disclosure Package and the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and except as set forth in the General Disclosure Package, have not received written notice of any challenge, which is to the Company’s their Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariessubsidiaries. To the Company’s Knowledge, the Company and its Subsidiariessubsidiaries’ respective businesses as currently now conducted do not infringegive rise to any infringement of, misappropriateany misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, of any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license to which the Company or any of its Subsidiaries is a partylicense. Except as described in the ProspectusGeneral Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating With respect to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company software in the conduct of the Company’s business. No claims business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rightscorrected, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessKnowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is subject to the terms of any “open source” or other similar license that provides for the source code of the software to be publicly distributed or dedicated to the public.

Intellectual Property. The Company and its the Subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) that are described in the Registration Statement, the General Disclosure Package and the Prospectus and are necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, conducted and described in the Registration Statement, the General Disclosure Package and the Prospectus, provided that except where failure to own or possess such rights would not individually or in the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarksaggregate have a Material Adverse Effect. The Company and its the Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge their knowledge still pending, by any other person to the rights of the Company and its the Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariesthe Subsidiaries that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. To Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Company’s Knowledge, the Company and its the Subsidiaries’ respective businesses as currently now conducted do not infringe, misappropriate, or otherwise violate violate, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Registration Statement, the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the Company and and/or its Subsidiaries, as the case may be, and, to the knowledge of the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, of any Intellectual Property Rights or Intellectual Property Assets license, and the Company has no Knowledge knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license to which the Company Rights or any of its Subsidiaries is a partyIntellectual Property Assets license. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, obtained or held for use by the Company is in the conduct process of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, obtaining and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material which relate to the Company’s business. To the knowledge of the Company, the Company has complied with the United States Patent and Trademark Office’s duty of candor, good faith and disclosure and best mode requirement for any patent applications filed by the Company, and all other requirements for patentability and enforceability of any resultant patents, and has made no material misrepresentation in any such applications. To the knowledge of the Company, all material Intellectual Property Rights or Intellectual Property Assets disclosed in the Registration Statement, the General Disclosure Package or the Prospectus and owned by, or licensed to, the Company are valid and enforceable.

Intellectual Property. The Company and its Subsidiaries subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, ( “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and conducted to the extent described in the General Disclosure Package and the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries subsidiaries have not received any opinion written advice from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, person and have not received written notice of any challengechallenge other than that described in the Registration Statement, which is to the Company’s Knowledge their knowledge still pending, by any other person to the rights of the Company and its Subsidiaries subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledgeviolation of, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All To the Company’s knowledge, there are no third parties who have rights to any Intellectual Property Rights described in the Registration Statement, General Disclosure Package and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third party licensors with respect to Intellectual Property Rights that are disclosed as licensed to the Company or one or more of its subsidiaries. To the Company’s knowledge, there is no infringement by marketing of an FDA-approved product by third parties of any Intellectual Property Assets described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned by or licensed to the Company. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property Rights disclosed in the Registration Statement, General Disclosure Package and the Prospectus as being owned by the Company. To the Company’s knowledge, all licenses for the use of the Intellectual Property Rights material to its business described in the General Disclosure Package and the Prospectus are valid, binding upon, upon and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its their terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is has not in breach in any material respect nor has received in writing any asserted or threatened a written claim of breach of, of any Intellectual Property license, and the Company has no Knowledge knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license to which the Company or any of its Subsidiaries is a partylicense. Except as described in the General Disclosure Package and the Prospectus, no written claim has been made against the Company (i) alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, copyright or trade secret, license in or other intellectual property right or franchise right secret of any personperson or (ii) challenging the validity, enforceability, or scope of any Intellectual Property Rights owned or exclusively licensed by the Company, including no interferences, oppositions, reexaminations, or government proceedings. The Company has taken all reasonable steps to protect, protect and maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person under any written agreement in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. With respect to the use of the software in the Company’s business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected, and to the Company’s knowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is subject to the terms of any “open source” or other similar license that provides for the source code of the software to be publicly distributed or dedicated to the public. The Company and each of its subsidiaries has taken reasonable steps to obtain executed nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries. To the Company’s Knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property Rights have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. The Company has at all times complied with all applicable federal, state, local or foreign laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company or any of its subsidiaries in the conduct of the Company’s business. No written claims have been asserted or threatened against the Company or any of its subsidiaries alleging a violation of any person’s privacy or personal information or data rights, rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, denial of service or other misusedestruction. The Company and each of its subsidiaries has taken commercially reasonable measures actions to obtain ownership of all works of authorship and inventions made by its employees, employees and consultants and contractors during the time they were employed by or under contract with the Company and that are material which relate to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company.

Intellectual Property. The (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Company and its Subsidiaries own or possess the valid right to use all Material Adverse Effect, (i) valid all material issued Patents and enforceable patents, patent pending Patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “registered Trademarks and pending applications for registration of Trademarks included in the Company Intellectual Property Rights”) and (ii) inventions, software, works regardless of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systemswhether filed by the Company or any of its subsidiaries, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person and regardless of whether the Company is the sole, co-, or joint owner thereof with any third parties), in each case material to the rights Company and its subsidiaries, taken as a whole, and necessary for the conduct of the business and operations (including both marketed products and product candidates under clinical or preclinical trial or development) of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledgesubsidiaries, the Company and its Subsidiaries’ respective businesses taken as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiariesa whole, as presently conducted (the case may be, and“Material Company Intellectual Property”) have been, to the knowledge of the Company’s Knowledge, the other parties thereto prosecuted and issued or granted in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied compliance in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any with all applicable Laws; (ii) the Material Company Intellectual Property licenseis free and clear of all Liens (other than Company Permitted Liens); (iii) to the knowledge of the Company, all issued Patents and registered Trademarks included in the Material Company has no Knowledge Intellectual Property are valid, subsisting and enforceable; (iv) none of the Material Company Intellectual Property is the subject of any breach outstanding written injunction, decree, order or anticipated breach by any other person of any Intellectual Property license to judgment, in each case, in which the Company or any of its Subsidiaries subsidiaries is a party. Except as described in , that materially adversely restricts the Prospectususe, no claim has been made against the Company alleging the infringement transfer, registration or licensing thereof by the Company or any of its subsidiaries, or otherwise materially adversely affects the validity, scope, use, registrability or enforceability of any patentMaterial Company Intellectual Property; and (v) to the knowledge of the Company, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any personthe Company and its subsidiaries have rights to use all Material Company Intellectual Property. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including Upon the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacyMerger, 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 has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material its subsidiaries shall have the right to exercise all of their rights under agreements granting rights to the Company’s businessCompany or any of its subsidiaries with respect to Intellectual Property of third parties to substantially the same extent and in substantially the same manner they would have been able to had the Merger not occurred, without the payment of any additional consideration as a direct result of the execution of this Agreement and the consummation of the Merger and without the necessity of any third party consent as a result of such transactions, except in the case where the failure to have any such rights would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Intellectual Property. The Company and its Subsidiaries own or possess the valid right to use all Except as would not have a Material Adverse Effect, (ia) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights conduct of the business of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do does not infringe, misappropriate, infringe upon or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of misappropriate the Intellectual Property Rights described in the Prospectus are valid, binding uponrights of any third party, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against asserted to the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in that the conduct of the business of the Company and its Subsidiaries as currently conducted. The Company has at all times complied conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any third party; (b) with all applicable laws relating respect to privacy, data protection, and the collection and use each item of personal information collected, used, or held for use Intellectual Property owned by the Company or any Subsidiary of the Company and material to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole (“Company Owned Intellectual Property”), the Company or a Subsidiary of the Company is the owner of the entire right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the conduct continued operation of its respective business; (c) with respect to each item of Intellectual Property licensed to the Company or a Subsidiary of the Company that is material to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole (“Company Licensed Intellectual Property” and any or all Company Owned Intellectual Property and Company Licensed Intellectual Property, “Company Intellectual Property”), the Company or a Subsidiary of the Company has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property; (d) to the Knowledge of the Company, the Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) to the Knowledge of the Company, no Person is engaging in any activity that infringes upon the Company Owned Intellectual Property; (f) to the Knowledge of the Company, each license of the Company Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) to the Knowledge of the Company, no party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (h) neither the execution of this Agreement nor the consummation of any of the Transactions shall adversely affect any of the Company’s business. No claims have been asserted or threatened against material rights with respect to the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessIntellectual Property.

Intellectual Property. The To the Company’s knowledge, the Company owns or possesses, or has obtained valid and its Subsidiaries own or possess enforceable licenses for, the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrationstrade names, copyrights, copyright registrationsdatabases, licensesInternet domain names, trade secret rights secrets and other intellectual property (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property AssetsProperty”) necessary to conduct their respective businesses carry on its business as currently conducted, and as proposed to be conducted, and in each case as described in the ProspectusRegistration Statement, provided that the foregoing representation is made only General Disclosure Package and the Prospectus (collectively, “Relevant Intellectual Property”), except where the failure to own, license or have such rights would not, individually or in the Company’s Knowledge as it concerns third party rights aggregate, have Material Adverse Effect, and trademarks. The the Company and its Subsidiaries have has not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is claim to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries contrary with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariesforegoing. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use Each of the Intellectual Property Rights agreements described in the Prospectus are Registration Statement, the General Disclosure Package and the Prospectus, that include licenses or transfers of the Relevant Intellectual Property (each an “Intellectual Property Agreement”) is valid, binding upon, upon and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to with its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is are not in material breach in any material respect nor has of, and have not received in writing any asserted or threatened claim of material breach of, any Intellectual Property licenseAgreement, and the Company has no Knowledge knowledge of any material breach or anticipated material breach by any other person of to any Intellectual Property license Agreement. To the Company’s knowledge, the Company’s business as now conducted and as proposed to which the Company or any of its Subsidiaries is a party. Except be conducted, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus, no does not infringe or conflict with the Intellectual Property rights of any person or entity. The Company has not received any claim has been made against the Company alleging the infringement infringement, misappropriation or other violation by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right Intellectual Property of any personperson or entity, and the Company is unaware of any facts that could form a reasonable basis for any such claim upon commercialization of the drug candidates described in the Registration Statement, the General Disclosure Package and the Prospectus. To the Company’s knowledge, no person or entity infringes, misappropriates or otherwise violates any Intellectual Property owned by or licensed to the Company (“Company Intellectual Property”) in any material respect. The Company has taken reasonable all steps reasonably necessary to protect, maintain and safeguard its rights in all Company Intellectual Property RightsProperty, including the execution of appropriate nondisclosure and confidentiality agreementsagreements when disclosing trade secrets or confidential information. The consummation granted and issued registered Company Intellectual Property is currently in force and has been properly maintained and has not been adjudged by a court or tribunal of the transactions contemplated by this Agreement will not result competent jurisdiction as invalid or unenforceable, in whole or in part, and except as otherwise disclosed in the loss Registration Statement, the General Disclosure Package and the Prospectus and, except as would not, individually or impairment of in the aggregate, have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or payment claim by others challenging the validity or scope of any additional amounts with respect to, nor require such Company Intellectual Property. The Company (and to the consent of any other person in respect ofCompany’s knowledge, the Company’s right to ownlicensors) have followed in all material respects all relevant laws, userules, or hold for use any procedures and requirements in the filing, prosecution and maintenance of the pending government registered Company Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The relevant jurisdiction to which such government registered Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information Intellectual Property is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businesspending.

Intellectual Property. The Except as disclosed in the SEC Filings or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its subsidiaries owns and possesses all right, title and interest in and to, or has licenses or other rights to use, all Intellectual Property used or held for use by the Company and its Subsidiaries own subsidiaries in the conduct of the business of the Company and its subsidiaries as currently conducted and as presently proposed to be conducted. Except as disclosed in the SEC Filings, to the Company’s Knowledge, the Company has not received any communications alleging that the Company or possess any if its subsidiaries has violated, or by conducting its business, is violating any Intellectual Property rights of any other Person. To the Company’s Knowledge, no product or service marketed or sold by the Company or any of its subsidiaries violates any Intellectual Property rights of any other Person, which violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the SEC Filings, the Company or one of its subsidiaries has obtained and possesses valid right licenses to use all (i) valid of the software programs present on the computers and enforceable patentsother software-enabled electronic devices that the Company and its subsidiaries own or lease or that it has otherwise provided to its employees for their use in connection with its business, patent applicationsexcept where the failure to do so would not, trademarksindividually or in the aggregate, trademark registrationsreasonably be expected to have a Material Adverse Effect. Except as disclosed in the SEC Filings, service marksother than with respect to commercially available software products under standard end-user object code license agreements, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrationsthere are no outstanding material options, licenses, trade secret rights (collectivelyagreements, “claims, encumbrances or shared ownership interests of any kind relating to the Company’s or any of its subsidiaries’ Intellectual Property Rights”) and (ii) inventionsProperty, softwarenor is the Company or any of its subsidiaries bound by or a party to any material options, works licenses or agreements of authorshipsany kind with respect to the patents, trademarks, service marks, trade names, databasescopyrights, formulaetrade secrets, know howlicenses, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, proprietary rights and processes of any other Person. There are no employees or procedures) (collectively, “consultants of the Company or any of its subsidiaries that own any Intellectual Property Assets”) necessary rights related to conduct their respective businesses the Company’s or such subsidiary’s business as currently conducted, now conducted and as presently proposed to be conducted, and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do it will not infringe, misappropriate, or otherwise violate be necessary to use any valid and enforceable Intellectual Property Rights inventions of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable its employees or consultants (or Persons it currently intends to hire) made prior to their employment by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rightssubsidiaries, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss prior employees or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businessconsultants.

Intellectual Property. The Company Schedule 3.25 contains an accurate and its Subsidiaries own or possess the valid right to use complete list of (a) all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, registered trademarks and service marks, trademark and service xxxx registrationsapplications, Internet domain name registrationsregistered copyrights and copyright registration applications owned or filed by Executive or any of its Subsidiaries and (b) all material licenses and other agreements relating to technology, copyrightsknow-how, copyright registrationssoftware or processes used in or otherwise necessary to the Business of Executive or any of its Subsidiaries, licenseswhether proprietary to Executive or any of its Subsidiaries or licenses or otherwise authorized to use by others (the items set forth in clauses (a) and (b) above are collectively referred to herein as the "INTELLECTUAL PROPERTY"). Except as set forth in Schedule 3.25, trade secret rights (collectivelythe patents, “trademarks and the copyrights that constitute Intellectual Property Rights”are valid, subsisting and enforceable in accordance with their terms and conditions (subject to (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally and (ii) inventionsprinciples of equity (regardless of whether considered and applied in a proceeding in equity or at law)), softwareand the patents, works of authorships, trademarks, service registered trademarks and services marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described registered copyrights are duly recorded in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities name of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company Executive or its Subsidiaries. To Except as set forth in Schedule 3.25, no claims have been asserted by any entity or person with respect to challenging the Company’s ownership, validity, enforceability or use of the Intellectual Property, nor to the Shareholders' Knowledge, the Company is there any valid grounds for any such bona fide claims. The use or other exploitation of such Intellectual Property by Executive and its Subsidiaries’ respective businesses as currently conducted Subsidiaries do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights infringe the rights of any other entity or person. All licenses for Schedule 3.25 sets forth a true and complete list of all license agreements between any of Executive or any of its Subsidiaries and third-parties with respect to the use of the Intellectual Property Rights described in Property. To the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company extent Executive or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of uses any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rightsowned by a third party, including Executive or Subsidiary has a license with such third party for the execution use of appropriate nondisclosure and confidentiality agreements. The consummation such Intellectual Property and, to the Knowledge of the transactions contemplated by this Agreement will Shareholders, is not result in the loss or impairment of or payment of default under any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businesslicense.

Intellectual Property. The Company and its Subsidiaries own subsidiaries own, or possess the valid right have rights to use all (i) valid and enforceable patentsthe inventions, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorshipspatents, trademarks, service marks, trade names, databasesservice names, formulaecopyrights, know how, Internet domain names trade secrets and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the Prospectus, provided that SEC Documents as being owned or licensed by them and which are used in and necessary for the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities conduct of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently proposed to be conducted do not infringe(collectively, misappropriate, or otherwise violate any valid and enforceable “Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, Property”) and, to the Company’s Knowledgeknowledge, the other parties thereto conduct of their respective businesses does not and will not infringe or misappropriate in accordance any material respect any such rights of others. The Intellectual Property owned by the Company has not been adjudged by a court of competent jurisdiction to its termsbe invalid or unenforceable, except in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) except as limited otherwise disclosed in the SEC Documents and with respect to LX9211 (to which the Company has acquired an exclusive license), there are no third parties who have ownership, royalty, or exclusive license rights to any Intellectual Property owned by laws the Company, except for customary reversionary rights of general application relating third-party licensors with respect to bankruptcy, insolvency and other relief Intellectual Property that is disclosed in the SEC Documents as licensed to the Company or one or more of debtors its subsidiaries; and (ii) as limited there is no material infringement by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person third parties of any Intellectual Property license owned by the Company. There is no pending or, to which the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property licensed to the Company; (B) challenging the validity, enforceability or scope of any Intellectual Property owned by the Company; or (C) asserting that the Company or any of its Subsidiaries is a party. Except as subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the ProspectusSEC Documents as under development, no claim has been made against the Company alleging the infringement by the Company of infringe or violate, any patent, trademark, trade name, service xxxx, trade name, copyright, trade secret, license in secret or other intellectual property right or franchise right rights of any personothers. The Company and its subsidiaries have materially complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are, to the Company’s knowledge, 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 reasonable steps to protect, maintain and safeguard its Intellectual Property Rightsowned by the Company, including the execution of appropriate nondisclosure nondisclosure, confidentiality agreements and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts invention assignment agreements and invention assignments with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its their employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material and, to the Company’s businessknowledge, no employee of the Company is in or has been in violation of any term of any such agreement. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property owned by the Company have been materially complied with; and in all foreign offices having similar requirements, all such requirements have been materially complied with. The product candidates described in the SEC Documents as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Intellectual Property. The Each of the Company and its Subsidiaries own subsidiaries owns or possess the valid right is licensed to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrationsapplications, trade names, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrationsapplications, licenses, trade secret rights (collectivelypermits, “Intellectual Property Rights”) and (ii) inventions, softwarediscoveries, works of authorshipsprocesses, trademarksscientific, service markstechnical, trade namesengineering and marketing data, databasesobject and source codes, formulae, know how, Internet domain names and other intellectual property know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property AssetsIntangibles”) necessary for the conduct of its business as now being conducted. To the best knowledge of the Company, neither the Company nor any subsidiary of the Company infringes or is in conflict with any right of any other person with respect to conduct their respective businesses any Intangibles. Except as currently conducted, and as proposed to be conducted, and described disclosed in the ProspectusSEC Documents filed prior to the date hereof, provided that neither the foregoing representation is made only to Company nor any of its subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intangibles. The termination of the Company’s Knowledge as it concerns third party rights ownership of, or right to use, any single Intangible would not result in a Material Adverse Effect on the Company. Neither the Company nor any of its subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to xxx or settlement agreement with respect to the validity of the Company’s or its subsidiaries’ ownership or right to use its Intangibles and, to the best knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Intangibles are valid and trademarksenforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company and its Subsidiaries subsidiaries have not received any opinion from their legal counsel concluding that any activities of complied, in all material respects, with their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is contractual obligations relating to the Company’s Knowledge still pending, by any other person to the rights protection of the Company and its Subsidiaries with respect Intangibles used pursuant to any Intellectual Property Rights licenses. To the best knowledge of the Company, no person is infringing on or Intellectual Property Assets violating the Intangibles owned or used by the Company or its Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any of its Subsidiaries is a party. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and that are material to the Company’s businesssubsidiaries.

Intellectual Property. The Except as disclosed in the Prospectus, the Company and or its Subsidiaries subsidiaries own or possess the valid lawful right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, conducted and described in the Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to the Company’s their Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiariessubsidiaries. To the Company’s Knowledge, the Company and its Subsidiariessubsidiaries’ respective businesses as currently now conducted do not infringegive rise to any infringement of, misappropriateany misappropriation of, or otherwise violate other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the other respective parties thereto in accordance to its with their respective terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, of any license of its Intellectual Property licenseRights, and the Company has no Knowledge knowledge of any breach or anticipated breach by any other person of to any Intellectual Property license to which the Company or any of its Subsidiaries is a partylicense. Except as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service xxxx, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. 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 threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership For purposes of all works of authorship and inventions made by its employeesthis paragraph, consultants and contractors during the time they were employed by or under contract with the Company and that are material its subsidiaries shall be deemed to refer to (1) Albireo Limited and its subsidiaries as they existed prior to the Company’s businessShare Exchange Closing Date and (2) the Company and its subsidiaries solely from and after the Share Exchange Closing Date.