Common use of Intellectual Property Clause in Contracts

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries ownsto their knowledge own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s or any Subsidiary’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except as would not result in a Material Adverse Effect, (A) and there are no rights unreleased liens or security interests which have been filed against any of third parties to any such Intellectual Property the patents owned by the Company; Company or its Subsidiaries. Furthermore, (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding Proceeding or other claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the or its Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Company or its Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding or other claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware not aware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding or other claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the its Subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (v) the Company and its Subsidiaries have complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its Subsidiaries, and all such agreements are in full force and effect; and (Fvi) any product candidates described in the SEC Reports as under development by the Company or its Subsidiaries fall within the scope of the claims of one or more patents or applications relating to the product candidate or its intended use owned by, or exclusively licensed to, the Company or its Subsidiaries; and (vii) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, except, in the case of clause (vii), as would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (Except as defined below) necessary for the conduct of their respective businesses as now conducted or as described disclosed in the Registration Statement, the Pricing Prospectus Time of Sale Information and the Prospectus, the Company or its Subsidiaries own, possess or license the patents and patent applications, copyrights, trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property (collectively, the “Intellectual Property”) used by the Company or its Subsidiaries in, and material to, the conduct of the Company’s or its Subsidiaries’ business as now conducted or as proposed in the Registration Statement, the Time of Sale Information and the Prospectus to be conducted, except where such failure to own or possess the valid right to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Effect. Except To the Company’s knowledge, there is no infringement by third parties of any of the Company’s or its Subsidiaries’ Intellectual Property, except for such infringement as would not not, individually or in the aggregate, result in a Material Adverse Effect, (A) and there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Companylegal or governmental actions, there is no infringementsuits, misappropriation proceedings or violation by third parties of any such Intellectual Property; (C) there is no claims pending or, to the knowledge of the Company’s knowledge, threatened, action, suit, proceeding against the Company or claim by others its Subsidiaries (i) challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by the Company or the Subsidiaries, or (iii) alleging that the operation of the business of the Company or any of its Subsidiaries as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of a third party and, in the case of (i), (ii) and (iii), which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for reasonably be expected to result in any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its Subsidiaries ownsown, possessespossess, license or have other rights to use, or can acquire could obtain on commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property (as defined below) Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as described disclosed in the Registration Statement, the Pricing Time of Sale Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (Ai) there are no rights of third parties to any such Intellectual Property owned by the CompanyCompany and its Subsidiaries, except for licenses granted in the ordinary course to third parties, or that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of and its Subsidiaries infringes, misappropriates infringe or otherwise violates violate any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fvi) to the Company’s knowledge, there is no employee third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and 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, in the case of any of its Subsidiaries is in or has ever been in violation of clauses (i)-(vii) above, for any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement such infringement by third parties or any restrictive covenant such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to or with have a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus Statement and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company, except as otherwise disclosed to the Representative in writing by the Company prior to the date hereof; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries ownsown, possessespossess, license or can acquire have other adequate rights to use, on reasonable terms, all Intellectual Property (as defined below) material patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property necessary for the conduct of their respective businesses the Company’s and each of its Subsidiary’s business as now conducted or as described in the Registration Statement(collectively, the Pricing Prospectus and “Intellectual Property”), except to the Prospectus extent such failure to be conducted. Except as own, possess or have other rights to use such Intellectual Property would not result in a Material Adverse Effect, . Except as set forth in the Registration Statement: (Aa) there are no rights party has been granted an exclusive license to use any portion of third parties to any such Intellectual Property owned by the CompanyCompany or its Subsidiaries; (Bb) to the knowledge of the Company, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual PropertyProperty owned by or exclusively licensed to the Company or its Subsidiaries; (Cc) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which would form a reasonable basis for any such claim; (Dd) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope or enforceability of any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which would form a reasonable basis for any such claim; and (Ee) there is no pending orpending, or to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company Company’s or any of its Subsidiaries infringes, misappropriates Subsidiaries’ business as now conducted infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor and its Subsidiaries are unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses, inventions, trade secrets and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all similar rights (“Intellectual Property (as defined belowRights”) necessary for the conduct of their respective businesses the business of the Company as now conducted or currently carried on and as described in the Registration StatementStatement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the Pricing Prospectus knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and ; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (EC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claimclaim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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 Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Subsidiaries. “Intellectual Property” shall mean all patentsofficers, patent applicationsdirectors or employees, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyor otherwise in violation of the rights of any persons.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiaries own, possessespossess, have the right to use or can acquire on reasonable termsterms sufficient trademarks, all trade names, patent rights, copyrights, domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (as defined belowRights”) necessary for or material to the conduct of their respective businesses as the business now conducted or as described proposed in the Registration StatementGeneral Disclosure Package to be conducted by them, the Pricing Prospectus and the Prospectus to be conducted. Except as expected expiration of any such Intellectual Property Rights would not result not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package (i) to the Company’s knowledge, (A) there are no rights of third parties to any such of the Intellectual Property Rights owned or purported to be owned by the CompanyCompany or its subsidiaries (other than Intellectual Property Rights non-exclusive licenses granted by the Company to its partners in the ordinary course of business); (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation misappropriation, breach, default or violation by third parties other violation, or the occurrence of any such event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual PropertyProperty Rights of the Company or any of its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others any third party challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to to, or the violation of any such of the terms of, any of their Intellectual Property, Property Rights and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the validity validity, enforceability or scope of any such Intellectual Property, Property Rights of the Company or any of its subsidiaries and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, any third party and neither the Company nor is unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (Fvi) to none of the Company’s knowledge, no employee of Intellectual Property Rights used or held for use by the Company or any of its Subsidiaries subsidiaries in their businesses has been obtained or is in being used or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with held for use by the Company or any of its Subsidiaries or actions undertaken by the employee while employed with subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patentssubsidiaries or in violation of any rights of any third party, patent applicationsexcept in each case covered by clauses (i) – (vi) such as would not, trade and service marksif determined adversely to the Company or any of its subsidiaries, trade and service mark registrationsindividually or in the aggregate, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyhave a Material Adverse Effect.

Intellectual Property. The Company Except as described in the Time of Sale Information and each of its Subsidiaries the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, possessesor has obtained valid and enforceable licenses for, or can acquire on reasonable termsother rights to use, all Intellectual Property the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Time of Sale Information and the Prospectus as defined below) being owned or licensed by them or which are necessary for the conduct of their respective businesses as now conducted currently conducted, except where the failure to own, license or as described have such rights would not, individually or in the Registration Statementaggregate, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in have a Material Adverse EffectEffect (collectively, “Intellectual Property”); (Ai) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) who have or, to the knowledge of either of the Operating Partnership and each of the Guarantors, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Time of Sale Information and the Prospectus disclose is licensed to the Operating Partnership or any Guarantor and for licenses for or other rights to use Intellectual Property which is licensed to the Operating Partnership or any Guarantor on a non-exclusive basis; (ii) none of the Company, there is no infringement, misappropriation the Operating Partnership or violation any of the Subsidiaries has received written notice of any infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened, threatened action, suit, proceeding or claim by others challenging the CompanyOperating Partnership’s or any SubsidiaryGuarantor’s rights in or to any such Intellectual Property, and the Company is Operating Partnership and each of the Guarantors are unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is Operating Partnership and each of the Guarantors are unaware of any facts which would could form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership or any of its Subsidiaries infringes, misappropriates Subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor Operating Partnership and each of the Guarantors are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by or licensed to the Operating Partnership or any Guarantor; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has received any written notice of such claim; and (F) not been disclosed to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade U.S. Patent and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyTrademark Office.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except conducted in all material respects, except as such failure to own, possess, or acquire such rights would not result in have a Material Adverse Effect. To the Company’s Knowledge, all Intellectual Property of the Company is valid and enforceable, except as would not, individually or in the aggregate, have a Material Adverse Effect. The Company has not received any opinion from its legal counsel concluding that any activities of its respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property of any other Person. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company’s Knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company’s Knowledge, threatened, threatened action, suit, proceeding Proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company’s Knowledge, the Intellectual Property licensed to the Company, each of the Subsidiaries, has have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding Proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (ED) to the Company’s Knowledge, there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding Proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledgeKnowledge, no Company employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business; none of the execution and delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company, and the conduct of the Company’s business as proposed, shall conflict with or result in a breach of terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated; and it is not and shall not be necessary to use any inventions, trade secrets or proprietary information of any of its Subsidiaries consultants, or its employees (or Persons it currently intends to hire) made prior to their employment by the Company, except for technology that is licensed to or owned by the Company. All licenses for the use of Company’s Intellectual Property are valid, binding upon, and enforceable against the Company and, to the Company’s Knowledge, the other parties thereto in accordance to its terms. The Company has complied in all material respects with any intellectual property license, and except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company is not in breach nor has ever been in violation received any written notice asserting or threatening any claim of breach of any term of intellectual property license, and to the Company’s Knowledge there is no breach or anticipated breach by any employment contractother Person to any intellectual property license. The Company has taken reasonable steps to protect, 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 maintain and safeguard its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade including the execution of appropriate nondisclosure and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyconfidentiality agreements.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (Except as defined below) necessary for the conduct of their respective businesses as now conducted or as described disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectProspectus, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringesown, misappropriates possess, license or otherwise violates any Intellectual Property have other rights to use, or other proprietary rights of otherscould obtain on commercially reasonable terms, all foreign and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, technology, know-how and other intellectual propertyproperty (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries, except for licenses granted in the ordinary course to third parties, or that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and 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, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except conducted in all material respects, except as such failure to own, possess, or acquire such rights would not result in have a Material Adverse Effect. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (ED) to the Company’s knowledge, there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no Company employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business; none of the execution and delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company, and the conduct of the Company’s business as proposed, will conflict with or result in a breach of terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated; and it is not and will not be necessary to use any inventions, trade secrets or proprietary information of any of its Subsidiaries consultants, or its employees (or Persons it currently intends to hire) made prior to their employment by the Company, except for technology that is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant licensed to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken owned by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyCompany.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, licenses or can acquire on reasonable termshas other rights to use copyrights, all trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct its business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in the SEC Reports (collectively, the “Intellectual Property”). (i) None of the Intellectual Property is unenforceable or invalid; (ii) except as defined below) necessary for the conduct of their respective businesses as now conducted or as described set forth in the Registration StatementSEC Reports, the Pricing Prospectus and Company has not received any notice of violation or conflict with (the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (ACompany has no knowledge of any basis for violation or conflict with) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) others with respect to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; and (Ciii) except as set forth in the SEC Reports, there is are no pending or, to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege any of the CompanyCompany or a Subsidiary is infringing any patent, threatenedtrade secret, actiontrademark, suitservice xxxx, proceeding copyright or claim by others challenging other intellectual property or proprietary right. To the Company’s best knowledge, the discoveries, inventions, products or processes of the Company referenced in the SEC Reports do not violate or conflict with any intellectual property or proprietary right of any third Person, or any Subsidiary’s rights in discovery, invention, product or to process that is the subject of a patent application filed by any such Intellectual Propertythird Person; no officer, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid director or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual property, except where any violation would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not in breach of and have complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property. To the extent any Intellectual Property is sublicensed to any of the Company or a Subsidiary by a third party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason. There are no contracts or other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement and the SEC Reports other than those described in or filed as an exhibit to the Registration Statement and the SEC Reports. The Company is not subject to any non-competition agreement, non-solicitation agreement, nondisclosure or other similar restrictions or arrangements relating to any business or service anywhere in the world. The Company has taken all necessary and reasonably appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”). All use or disclosure of Confidential Information owned by the Company by or to a third party has been pursuant to a written agreement between the Company and such third party. All use or any restrictive covenant disclosure of Confidential Information not owned by the Company has been pursuant to or with the terms of a former employer where written agreement between the basis Company and the owner of such violation relates to such employee’s employment with the Company Confidential Information, or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyis otherwise lawful.

Intellectual Property. The (a) To the best of its knowledge, the Company and has entered into agreements with each of its Subsidiaries ownscurrent and former officers, possessesemployees and consultants involved in research and development work, including development of the Company’s products and technology providing the Company, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or can acquire on reasonable termsjointly with other of such persons, during the period of employment by the Company except where the failure to have entered into such an agreement would not have a Material Adverse Effect. The Company is not aware that any of its employees or consultants is in material violation thereof. (b) To the Company’s knowledge, the Company owns or possesses adequate rights to use all trademarks, service marks, trade names, domain names, copyrights, patents, patent applications, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and other intellectual property rights (“Intellectual Property (Property”) as defined below) are necessary for the conduct of their respective businesses as now conducted or its business as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conductedSEC Documents. Except as would not result described in a Material Adverse Effectthe SEC Documents, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others against the Company challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiariesand, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceableunenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others against the Company that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim; and (Fv) to the Company’s knowledge, no employee of the Company is the subject of any claim or any of its Subsidiaries is in or has ever been in proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company Company, in each of (i) through (v), for any instances which would not, individually or any of its Subsidiaries. “Intellectual Property” shall mean all patentsin the aggregate, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyresult in a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, licenses or can acquire on reasonable termshas other rights to use, all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property that are described in the SEC Filings (collectively, the “Intellectual Property (as defined below) Property”); and to the Company’s Knowledge, no additional third party intellectual property rights are necessary for the conduct of their respective businesses the Company’s business in all material respects as now conducted or as proposed in the SEC Filings to be conducted; and (a) except as described in the Registration StatementSEC filings, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the CompanyProperty, including no liens, security interests or other encumbrances; (Bb) to the knowledge of the Company’s Knowledge, there is no infringement, misappropriation or violation material infringement by third parties of any such Intellectual Property; (Cc) there is no pending or, to the knowledge of the Company’s Knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts facts, which would could form a reasonable basis for any such action, suit, proceeding or claim; (Dd) the such Intellectual Property owned by that is described in the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, SEC Filings has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and ; (e) there is no pending or, to the knowledge of the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual PropertyProperty that is owned or licensed by the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claimincluding interferences, oppositions, reexaminations or government proceedings; (Ef) there is no pending or, to the knowledge of the Company’s Knowledge, threatened action, suit, proceeding or claim by others that the Company or any of and its Subsidiaries infringessubsidiaries infringe, misappropriates misappropriate, or otherwise violates violate any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fg) to the Company’s knowledgeKnowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the SEC Filings as being owned by or licensed to the Company; (h) to the Company’s Knowledge, the Company and 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; and (i) each key employee of the Company or any and each Company employee involved with the development of its Subsidiaries is in or Intellectual Property has ever been in violation of any term of any employment contract, patent disclosure agreement, entered into an invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyCompany.

Intellectual Property. The Except as disclosed in the SEC Reports, (i) the Company and each of its Subsidiaries ownsSubsidiary owns or has obtained valid and enforceable licenses or options for the inventions, possessespatent applications, or can acquire on reasonable termspatents, all Intellectual Property trademarks (as defined below) both registered and unregistered), trade names, copyrights and trade secrets necessary for the conduct of their its respective businesses as now conducted or business as described in the Registration StatementSEC Reports (collectively, the Pricing Prospectus “Intellectual Property”); and (ii) (a) there are no third parties who have any ownership rights to any Intellectual Property that is owned by, or has been licensed to, the Prospectus to be conducted. Except Company or each Subsidiary for the products described in the SEC Reports that would preclude the Company or any Subsidiary from conducting its business as would not result in currently conducted and have a Material Adverse Effect, (A) there are no except for the ownership rights of third parties to any such the owners of the Intellectual Property owned licensed or optioned by the CompanyCompany or any Subsidiary; (Bb) to the knowledge of the Company’s knowledge, there is are currently no infringement, misappropriation or violation sales of any products that would constitute an infringement by third parties of any such Intellectual PropertyProperty owned, licensed or optioned by the Company or any Subsidiary, which infringement would have a Material Adverse Effect; (Cc) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any Subsidiary’s rights Subsidiary in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned owned, licensed or optioned by the Company and each of the Subsidiariesor any Subsidiary, and other than claims which could not reasonably be expected to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and have a Material Adverse Effect; (d) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual PropertyProperty owned, and licensed or optioned by the Company is unaware of or any facts which would form a reasonable basis for any such claimSubsidiary, other than non-material actions, suits, proceedings and claims; and (Ee) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its any Subsidiaries infringes, misappropriates infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights right of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, other than non-competition agreementmaterial actions, non-solicitation agreementsuits, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade proceedings and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyclaims.

Intellectual Property. The Company Except as described in the Time of Sale Information and each of its Subsidiaries the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, possessesor has obtained valid and enforceable licenses for, or can acquire on reasonable termsother rights to use, all Intellectual Property the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Time of Sale Information and the Prospectus as defined below) being owned or licensed by them or which are necessary for the conduct of their respective businesses as now conducted currently conducted, except where the failure to own, license or as described have such rights would not, individually or in the Registration Statementaggregate, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in have a Material Adverse EffectEffect (collectively, “Intellectual Property”); (Ai) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) who have or, to the knowledge of either of the Operating Partnership and each of the Guarantors, will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which the Time of Sale Information and the Prospectus disclose is licensed to the Operating Partnership or any Guarantor and for licenses for or other rights to use Intellectual Property which is licensed to the Operating Partnership or any Guarantor on a non-exclusive basis; (ii) none of the Company, there is no infringement, misappropriation the Operating Partnership or violation any of the Subsidiaries has received written notice of any infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened, threatened action, suit, proceeding or claim by others challenging the CompanyOperating Partnership’s or any SubsidiaryGuarantor’s rights in or to any such Intellectual Property, and the Company is Operating Partnership and each of the Guarantors are unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is Operating Partnership and each of the Guarantors are unaware of any facts which would could form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the CompanyOperating Partnership and each of the Guarantors, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership or any of its Subsidiaries infringes, misappropriates Subsidiary infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor Operating Partnership and each of the Guarantors are unaware of any facts which could form a reasonable basis for any such claim; (vi) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by or licensed to the Operating Partnership or any Guarantor; and (vii) none of the Company, the Operating Partnership or any of the Subsidiaries is aware of any prior art that may render any patent application owned by the Company, the Operating Partnership or any Subsidiary of the Intellectual Property unpatentable that has received any written notice of such claim; and (F) not been disclosed to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade U.S. Patent and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.Trademark Office;

Intellectual Property. (i) The Company and each the Company Subsidiaries own (free and clear of its Subsidiaries owns, possesses, any Liens) or can acquire on reasonable terms, have a valid license to use all Intellectual Property used in or necessary to carry on their business as currently conducted, and (as defined belowii) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by referenced in clause (i) above is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the Company; (B) ’s or the Company Subsidiaries’ use of, or rights to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property used in their business as presently conducted, all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement. Neither the Company nor any Company Subsidiary has received any notice of infringement or misappropriation of, or any conflict with, the rights of others with respect to any Intellectual Property, and no reasonable basis exists for any such claim. To the Company’s knowledge, no third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Company or the Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted, or, to the Company’s knowledge, threatened against the Company or any Company Subsidiary concerning the ownership, validity, registerability, enforceability, infringement or use of, or licensed right to use, and Intellectual Property. To the knowledge of the Company, there none of the Company or any of the Company Subsidiaries is no infringementusing 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, misappropriation cancellation or violation by third parties unenforceability of any such Intellectual Property; . The Company and each of the Company Subsidiaries has taken all reasonable measures to protect the Intellectual Property owned by or licensed to the Company or any of the Company Subsidiaries. The computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment, and all associated documentation used in the business of the Company and the Company Subsidiaries (Cthe “IT Assets”) there is no pending or, to operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required in connection with the business. To the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging no person has gained unauthorized access to the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, IT Assets. The Company and the Company is unaware of any facts which would form a Subsidiaries have implemented reasonable basis for any such claim; (D) the Intellectual Property owned by the backup and disaster recovery technology consistent with industry practices. The Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a Subsidiaries take reasonable basis for any such claim; (E) there is no pending ormeasures, directly or indirectly, to ensure the knowledge confidentiality, privacy and security of the Companycustomer, threatened action, suit, proceeding or claim by others that employee and other confidential information. The Company and the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or have complied with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, internet domain names, technology, know-how name registration and other intellectual propertyrequirements of internet domain registrars concerning internet domain names that are used in the business.

Intellectual Property. The (a) To the best of its knowledge, the Company and has entered into agreements with each of its Subsidiaries ownscurrent and former officers, possessesemployees and consultants involved in research and development work, including development of the Company’s products and technology providing the Company, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or can acquire on reasonable termsjointly with other of such persons, during the period of employment by the Company except where the failure to have entered into such an agreement would not have a Material Adverse Effect. The Company is not aware that any of its employees or consultants is in material violation thereof. (b) To the Company’s knowledge, the Company owns or possesses adequate rights to use all trademarks, service marks, trade names, domain names, copyrights, patents, patent applications, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and other intellectual property rights (“Intellectual Property (Property”) as defined below) are necessary for the conduct of their respective businesses as now conducted or its business as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conductedCommission Documents. Except as would not result described in a Material Adverse Effectthe Commission Documents, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others against the Company challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiariesand, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceableunenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others against the Company that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim; and (Fv) to the Company’s knowledge, no employee of the Company is the subject of any claim or any of its Subsidiaries is in or has ever been in proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company Company, in each of (i) through (v), for any instances which would not, individually or any of its Subsidiaries. “Intellectual Property” shall mean all patentsin the aggregate, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyresult in a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns, possessesown, or can acquire on reasonable termshave obtained valid and enforceable licenses for, all Intellectual Property or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), tradenames, service names, copyrights, trade secrets and other proprietary information described in the SEC Reports as defined below) being owned or licensed by them or which are necessary for the conduct of their respective businesses as now currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration StatementSEC Reports as under development), except where the Pricing Prospectus and failure to own, license or have such rights could not, individually or in the Prospectus aggregate, reasonably be expected to have a Material Adverse Effect (collectively, “Intellectual Property”); except as could not, individually or in the aggregate, reasonably be conducted. Except as would not result in expected to have a Material Adverse Effect, (Ai) there are no third parties who have or, to the Company’s knowledge will be able to establish rights to any of Intellectual Property of the Company or its Subsidiaries, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual Property owned by which the CompanySEC Reports disclose are licensed to the Company or any of its Subsidiaries; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights its Subsidiaries’ rights, as applicable, in or to any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which would that could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, and the Company is unaware of any facts which would that could form a reasonable basis for any such action, suit, proceeding or claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates infringes or otherwise violates (or would, upon the commercialization of any Intellectual Property product or service described in the SEC Reports as under development, infringe or violate) any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, and neither the Company nor is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (vi) 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 of the Subsidiaries has received any written notice of its Subsidiaries, and all such claimagreements are in full force and effect; and (Fvii) to the Company’s knowledge, there is no employee patent or patent application that contains claims that interfere with the issued or pending claims of any of the Company Intellectual Property or that challenges the validity, enforceability or scope of any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents; and (viii) to the Company’s knowledge, there is no prior art that may render any patent applications, trade application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyTrademark Office.

Intellectual Property. The In each case except as otherwise disclosed in the SEC Documents, (1) the Company and each of its Subsidiaries ownsowns or has obtained valid and enforceable licenses for the inventions, possessespatents, patent applications, trademarks, trade names, service names, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms, all Intellectual Property (confidential information) and other intellectual property described in the SEC Documents as defined below) being owned or licensed by it or which are necessary for the conduct of their respective businesses its business as now currently conducted or as currently proposed to be conducted (with respect to the development and commercialization of the product candidates described in the Registration StatementSEC Documents, except where the Pricing Prospectus and failure to own or license such rights would not, individually or in the Prospectus to be conducted. Except as would not result in aggregate, have a Material Adverse Effect) (collectively, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such “Intellectual Property; (C) there is no pending or”), and to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s knowledge the conduct of its business does not infringe, misappropriate, or otherwise conflict in any Subsidiary’s rights in or to material respect with any such rights of others; (2) the Intellectual PropertyProperty of the Company is subsisting, free and clear of all material liens, and has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part and the Company is unaware has no knowledge of any facts which would form a reasonable basis for any such claimadjudication except where such adjudication or material liens would not, individually or in the aggregate, have a Material Adverse Effect; (D3) to the Company’s knowledge, there are no third parties who have rights to any Intellectual Property, except for any customary reversionary rights of third-party licensors with respect to Intellectual Property owned that is disclosed in the SEC Documents as licensed to the Company or a Subsidiary; and, to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; and (4) the Company and each Subsidiary has complied in all material respects with the terms of the Subsidiaries, and each agreement pursuant to the knowledge of the Company, the which Intellectual Property has been licensed to the Company, each of the Subsidiaries, has not been adjudged invalid Company or unenforceable, in whole or in parta Subsidiary, and there is no pending orall such agreements are in full force and effect except as would not have a Material Adverse Effect. The Company and each Subsidiary has taken commercially reasonable steps to protect, to the knowledge of the Companymaintain, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such and safeguard its Intellectual Property, and including the Company is unaware execution of any facts which would form a reasonable basis for any such claim; (E) there is no pending orappropriate nondisclosure, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of othersconfidentiality agreements, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; invention assignment agreements and (F) invention assignments with its employees or consultants, and, to the Company’s knowledge, no employee of the Company or any of its Subsidiaries consultant is in or has ever been in violation of any material term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyProperty except as would not have a Material Adverse Effect.

Intellectual Property. The Except for specific matters described in the Prospectus, the Company and each of its Subsidiaries ownssubsidiaries own, possessespossess or have sufficient rights to use all trademarks, or can acquire on reasonable termstrade names, all patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (as defined belowRights”) necessary for or material to the conduct of their respective businesses as the business now conducted or as described proposed in the Registration Statement, the Pricing Prospectus and the Prospectus to be conductedconducted by them. Except as would not result disclosed in a Material Adverse Effect, the Prospectus (Ai) there are no rights of third parties to any such of the Intellectual Property Rights owned or purported to be owned by the CompanyCompany or its subsidiaries; (Bii) to the Company’s knowledge of the Company, there is no infringement, misappropriation misappropriation, breach, or violation default by any third parties party of any such of the Intellectual PropertyProperty Rights of the Company or any of its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Companyknowledge, threatened action, suit, proceeding or claim by others any third party challenging the validity Company’s or scope any of its subsidiaries’ rights in or to, or the violation of any such of the terms of, any of their Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claimProperty Rights; (Eiv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the validity, enforceability or scope of any Intellectual Property Rights of the Company or any of its subsidiaries; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property or other proprietary rights Rights of others, and neither the Company nor any third party; (vi) none of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of Intellectual Property Rights used or held for use by the Company or any of its Subsidiaries subsidiaries in their businesses has been obtained or is in being used or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with held for use by the Company or any of its Subsidiaries or actions undertaken by the employee while employed with subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries. “subsidiaries, and (vii) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property” shall mean all patentsProperty Rights the value of which to the Company or any subsidiary is contingent upon maintaining the confidentiality thereof, patent applicationsexcept in each case covered by clauses (i) – (vii) such as would not, trade and service marksif determined adversely to the Company or any of its subsidiaries, trade and service mark registrationsindividually or in the aggregate, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyresult in a Material Adverse Change.

Intellectual Property. The Except to the extent described in the Prospectus, the Company and each of its Subsidiaries owns, possesseslicenses, or can acquire on reasonable termsotherwise has rights in all United States and foreign patents, all Intellectual Property (as defined below) trademarks, service marks, tradenames, copyrights, trade secrets and other proprietary rights necessary for the conduct of their respective businesses its business as now conducted or currently carried on and as proposed to be carried on as described in the Registration StatementProspectus (collectively and together with any applications or registrations for the foregoing, the Pricing Prospectus and the Prospectus to be conducted“Intellectual Property”). Except as would not result specifically described in a Material Adverse Effectthe Prospectus, (Ai) there are no rights of third parties have obtained, or will reasonably be expected to be able to establish, any interest in or rights to any such Intellectual Property owned by from the CompanyCompany or any of its Subsidiaries, other than licenses granted in the ordinary course; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation misappropriation, or other violation by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability, or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no prior, pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringeshas infringed, misappropriates misappropriated or violated, does infringe, misappropriate or otherwise violates violate, or would upon further development or commercialization of any product, product candidates, or services described in the Prospectus as under development, infringe, misappropriate or violate, any Intellectual Property or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vi) to the Company’s knowledge there is no patent or patent application that contains claims that would interfere with or cover (or may interfere with or cover) the claims of any patent or patent application included in the Company Intellectual Property described in the Prospectus or the Disclosure Package or that interferes with the issued or pending claims of any such Intellectual Property; (vii) there is no prior art or public or commercial activity of which the Company is aware that may render any patent held by the Company or any of its Subsidiaries invalid or that would preclude the issuance of any patent on any patent application held by the Company or any of its Subsidiaries unpatentable which has not been disclosed to the U.S. Patent and Trademark Office or, if required to be disclosed, to a relevant foreign patent authority, as the case may be; (viii) neither the Company nor any of the its Subsidiaries has received committed any written notice act or omitted to undertake any act the effect of such claimcommission or omission would render the Intellectual Property invalid or unenforceable in whole or in part; and (Fix) to the Company’s knowledge, no employee the claims of the issued patents included in its and its Subsidiaries’ Intellectual Property are valid and enforceable and the Company is unaware of any facts that would preclude the issuance of a valid and enforceable patent on any pending application included in the Company’s or any of its Subsidiaries’ Intellectual Property; (x) the manufacture, use and sale of the products or product candidates described in the Prospectus as under development by the Company fall within the scope of one or more claims of the patents or patent applications included in the Company’s Intellectual Property; (xi) the Company has taken reasonable steps necessary to secure the interest of the Company and its Subsidiaries in their respective Intellectual Property purported to be owned by the Company or any of its Subsidiaries is from any employees, consultants, agents or contractors that developed (in whole or in part) such Intellectual Property; (xii) there are no outstanding options, licenses or agreements of any kind relating to the Company’s or any of its Subsidiaries’ Intellectual Property or Intellectual Property of any other person or entity that are required to be described in the Prospectus that are not so described therein; and (xiii) no governmental agency, facilities or resources of a university, college, other educational institution or research center has asserted any claim or right in or has ever been in violation to any such of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement the Company’s or any restrictive covenant to or with a former employer where of its Subsidiaries’ Intellectual Property. To the basis Company’s knowledge, none of such violation relates to such employee’s employment with the technology employed by the Company or any of its Subsidiaries has been obtained or actions undertaken is being used by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertySubsidiaries in violation of the rights of any person or third party.

Intellectual Property. The Company and each of to its Subsidiaries ownsknowledge own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except as would not result in a Material Adverse Effect, (A) and there are no rights unreleased liens or security interests which have been filed against any of third parties to any such Intellectual Property the patents owned by the Company; . Furthermore, (Bi) to the knowledge of the Company, there is no infringement, misappropriation misappropriation, or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding Proceeding, or other claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding, or other claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware not aware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding, or other claim by others that the Company or any of its Subsidiaries infringes, misappropriates misappropriates, or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (v) the Company has complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect; and (Fvi) any product candidates described in the SEC Reports as under development by the Company fall within the scope of the claims of one or more patents or applications relating to the product candidate or its intended use owned by, or exclusively licensed to, the Company; and (vii) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any Company, except, in the case of its Subsidiariesclause (vii), as would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how how, and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or to the knowledge of the Company can acquire on reasonable terms, all material Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual PropertyProperty owned or licensed by the Company; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual PropertyProperty owned or licensed by the Company, and to the Company is unaware knowledge of any the Company, there are no facts which that would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and to the Company is unaware knowledge of any the Company, there are no material facts which that would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and to the knowledge of the Company, there are no material facts that would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how technology and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyproperty rights.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except , except as such failure to own, possess, or acquire such rights would not reasonably be expected to result in a Material Adverse Effect. Furthermore, except as described in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the CompanyCompany after reasonable investigation (“Knowledge”), there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge Knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and trademarks, trademark registrations, service marks, trade and service mark registrations, trade names, copyrights, copyright registrations, licenses, inventions, trade secrets, Internet domain names, Internet domain name registrations, technology, registrations, trade secret rights, know-how and other intellectual property.

Intellectual Property. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its Subsidiaries ownsown, possessespossess, license or have other rights to use, or can acquire could obtain on commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property (as defined below) Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as described disclosed in the Registration Statement, the Pricing Time of Sale Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (Ai) there are no rights of third parties to any such Intellectual Property owned by the CompanyCompany and its Subsidiaries, except for licenses granted in the ordinary course to third parties, or that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of and its Subsidiaries infringes, misappropriates infringe or otherwise violates violate any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fvi) to the Company’s knowledge, there is no employee third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the equivalent in any other jurisdiction, has been commenced against any patent or patent application described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and 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, in the case of any of its Subsidiaries is in or has ever been in violation of clauses (i)-(vii) above, for any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement such infringement by third parties or any restrictive covenant such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to or with have a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. (a) Each of the Group Companies owns all right, title and interest in and to, free and clear of all Liens, or has all necessary and valid rights to use, all of the Company Intellectual Property, and no item of the Company Intellectual Property is subject to any outstanding Order. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for is valid, enforceable, and subsisting, in full force and effect, and has not been cancelled, expired or abandoned. There is no notice, claim or assertion that any item of the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Company Intellectual Property owned by the Company; (B) to the knowledge of the Company, is invalid and there is no infringementactual, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the best knowledge of the any Group Company, threatenedthreatened claim, action, suitopposition, re-examination, interference or cancellation proceeding with respect thereto. Section 4.11(a) of the Disclosure Schedule sets forth a complete and accurate list of each item of the Company Intellectual Property. (b) None of the Group Companies has interfered with, infringed upon, misappropriated or claim by others challenging the Company’s or violated any Subsidiary’s Intellectual Property rights in or of third parties due to any such its use of Company Intellectual Property, and the Company or has received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation, nor is unaware any of such Group Companies aware of any facts which would form a reasonable basis for therefor. No third party has interfered with, infringed upon, misappropriated or violated any Intellectual Property rights of such claim; (D) the Group Companies. There are no outstanding options, licenses or agreements of any kind granted by any Group Company relating to Intellectual Property owned by any Group Company, and such Group Company is not bound by or a party to any options, licenses or agreements of any kind with respect to Intellectual Property owned by any other person or entity, except for standard end-user agreements with respect to commercially available Intellectual Property such as “off the shelf” computer software all of which are valid and fully paid. (c) The Group Companies have used reasonable best efforts to protect their title and ownership in the Company Intellectual Property and each the confidentiality of their trade secrets. (d) None of the SubsidiariesGroup Companies is aware that any of its officers or employees or consultants is obligated under any Contract, and or subject to any Order, that would interfere with the knowledge use of his best efforts to promote the interests of such Group Company or that would conflict with the business as currently conducted or as proposed to be conducted by such Group Company, or that would prevent such officers or employees or consultants from assigning to such Group Company all Intellectual Property conceived, developed or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement nor the carrying on of the business as currently conducted or as proposed to be conducted by any Group Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending orwill, to the best knowledge of the any Group Company, threatened actionconflict with or result in a breach of the terms, suitconditions or provisions of, proceeding or claim by others challenging the validity constitute a violation or scope of default under, any such Intellectual Property, and the Company is unaware Contract or Order under which any of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge officers or employees are currently obligated. None of the Company, threatened action, suit, proceeding Group Companies believes it is or claim by others that the Company or will be necessary to utilize any inventions of any of its Subsidiaries infringes, misappropriates officers or otherwise violates any Intellectual Property employees (or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fpeople it currently intends to hire) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant made prior to or with a former employer where outside the basis scope of their employment by such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyGroup Company.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, possesses or can acquire on reasonable terms, terms all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess or acquire such rights would not result in a Material Adverse Effect. Furthermore, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, or as would not reasonably be expected to result in a Material Adverse Effect: (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others any third party challenging the Company’s or any Subsidiary’s its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others any third party challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others any third party that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of othersany third party, and neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries; and (F) to the knowledge of the Company, there are no rights of third parties to any Intellectual Property owned by the Company and its subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of Company, to its Subsidiaries knowledge, owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conductedconducted in all material respects. Except as would not result set forth in a Material Adverse Effectthe SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; Property (CB) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (ED) to the Company’s knowledge, there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no Company employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business; none of the execution and delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company, and the conduct of the Company’s business as proposed, will conflict with or result in a breach of terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated; and it is not and will not be necessary to use any inventions, trade secrets or proprietary information of any of its Subsidiaries consultants, or its employees (or Persons it currently intends to hire) made prior to their employment by the Company, except for technology that is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant licensed to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken owned by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyCompany.

Intellectual Property. The Each of the Company and each of its Subsidiaries ownssubsidiaries owns or has the valid right to use all patents, possessestrademarks, or can acquire on reasonable termsservice marks, all trade names, trade dress, domain names, copyrights, licenses, trade secrets, inventions, technology, software, systems, know-how, confidential business information and other intellectual property and proprietary rights (collectively, “Intellectual Property (as defined belowRights”) necessary for or otherwise material to the conduct of their respective businesses as the business now conducted or as described proposed in the Registration StatementGeneral Disclosure Package to be conducted by them, the Pricing Prospectus and the Prospectus to be conductedexpected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package or as would not result not, individually or in the aggregate, have a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Ba) to the knowledge of the Company, there is no infringementthird party has infringed, misappropriation misappropriated, diluted or violation otherwise violated in any material respect any Intellectual Property rights of the Company or any of its subsidiaries, and no claims for any of the foregoing have been brought against any third party by third parties of any such Intellectual Propertythe Company or its subsidiaries; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Db) the Intellectual Property Rights owned by the Company and each of the Subsidiariesits subsidiaries and, and to the knowledge of the Company, the Intellectual Property licensed to the CompanyCompany and its subsidiaries, in each case, which Intellectual Property Rights are material to the business of the SubsidiariesCompany and its subsidiaries, has have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding proceeding, investigation or claim by others challenging the validity validity, enforceability, scope, issuance/registration, use or scope ownership of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ec) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates misappropriates, dilutes or otherwise violates in any material respect any Intellectual Property or other proprietary rights Rights of others, and neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of any such claim, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (Fd) to none of the Company’s knowledge, no employee Intellectual Property Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries is in or subsidiaries; and (e) each of the Company and its subsidiaries has ever been in violation taken commercially reasonable steps to maintain and protect all Intellectual Property Rights that are material to the conduct of any term its business, and to obtain proper ownership 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 all such violation relates to such employee’s employment with Intellectual Property Rights developed for the Company or any of its Subsidiaries subsidiaries by its employees or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertycontractors.

Intellectual Property. The Except as disclosed in the Registration Statement and the Prospectus, the Company and each of its Subsidiaries ownsown, possessespossess, license or can acquire on reasonable termshave other rights to use all foreign and domestic patents, all patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property (as defined below) Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or as described otherwise hold adequate rights to use such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, (A) there are no rights of third parties to any such Intellectual Property owned by the CompanyCompany and its Subsidiaries other than any co-owner of any patent or patent application constituting Intellectual Property who is listed as such on the records of the U.S. Patent and Trademark Office; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of and its Subsidiaries infringes, misappropriates infringe or otherwise violates violate any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fvi) to the Company’s knowledge, there is no employee third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its Subsidiaries, and all such agreements are in full force and effect (except for agreements that have been terminated), except, in the case of any of its Subsidiaries is in or has ever been in violation of clauses (i)-(vii) above, for any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement such infringement by third parties or any restrictive covenant such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to or with result in a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. (i) The Company and each of its Subsidiaries ownssubsidiaries own or possess adequate rights to use all patents, possessespatent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source identifiers, copyrights and copyrightable works, licenses, know-how, software, systems and technology (including trade secrets and other unpatented or can acquire on reasonable termsunpatentable proprietary or confidential information, systems, methods or procedures) and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property (as defined belowProperty”) necessary for used in the conduct of their respective businesses; (ii) the Company and its subsidiaries’ conduct of their respective businesses as now conducted does not infringe, misappropriate or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to otherwise violate any such Intellectual Property owned by of any person and no claim, action, suit or proceeding, including requests for indemnification (each, an “Action”), is pending, or to the Companyknowledge of the Obligors, threatened in writing, alleging same; (Biii) to the knowledge of the CompanyObligors, there the Intellectual Property of the Company and its subsidiaries is no infringementnot being infringed, misappropriation misappropriated or violation otherwise violated by third parties of any such Intellectual Propertyperson; (Civ) there no Action is no pending orpending, or to the knowledge of the CompanyObligors, threatenedthreatened in writing, action, suit, proceeding or claim by others challenging the Company’s validity, enforceability, scope, registration, ownership or use of any Subsidiary’s rights Intellectual Property of the Company or its subsidiaries (with the exception of ordinary course office actions in connection with applications for the registration or to any issuance of such Intellectual Property), and the Company is unaware of any facts which would could form a reasonable basis for any such claimAction; and (Dv) the Intellectual Property owned by the Company and each of the Subsidiaries, its subsidiaries take all reasonable measures to maintain and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such protect their material Intellectual Property, and except in the Company is unaware case of any facts which clauses (ii) through (iv), as would form not, individually or in the aggregate, have a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The (a) To the best of its knowledge, the Company and has entered into agreements with each of its Subsidiaries ownscurrent and former officers, possessesemployees and consultants involved in research and development work, including development of the Company’s products and technology providing the Company, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or can acquire on reasonable termsjointly with other of such persons, during the period of employment by the Company except where the failure to have entered into such an agreement would not have a Material Adverse Effect. The Company is not aware that any of its employees or consultants is in material violation thereof. (b) To the Company’s knowledge, the Company owns or possesses adequate rights to use all trademarks, service marks, trade names, domain names, copyrights, patents, patent applications, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and other intellectual property rights (“Intellectual Property (Property”) as defined below) are necessary for the conduct of their respective businesses as now conducted or its business as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conductedCommission Documents. Except as would not result described in a Material Adverse Effectthe SEC Documents, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others against the Company challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiariesand, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceableunenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others against the Company that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim; and (Fv) to the Company’s knowledge, no employee of the Company is the subject of any claim or any of its Subsidiaries is in or has ever been in proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company Company, in each of (i) through (v), for any instances which would not, individually or any of its Subsidiaries. “Intellectual Property” shall mean all patentsin the aggregate, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyresult in a Material Adverse Effect.

Intellectual Property. The (i) All material Intellectual Property Rights used in, or held in relation to the Business are set forth in Schedule 5.8(i). Except for material Intellectual Property Rights licensed to an Acquired Company and each of its Subsidiaries ownsdesignated as such in Schedule 5.8(i), possesses, the Company owns or can acquire on reasonable terms, all has the right to use the material Intellectual Property Rights free from any material Encumbrances, except as set forth in Schedule 5.8(i). (as defined belowii) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result set forth in a Material Adverse EffectSchedule 5.8(ii), (A) there are, and have been, no proceedings, actions or claims and no proceedings, actions or claims are no rights pending or threatened, impugning the title, validity or enforceability of third parties to any such of the material Intellectual Property owned by the Company; Rights or claiming any right or interest in such material Intellectual Property Rights. (Biii) Except as set forth in Schedule 5.8(iii), to the knowledge Sellers’ Knowledge, there is, and has been, no infringement of any material Intellectual Property Rights and none is pending or threatened. (iv) Except as set forth in Schedule 5.8(iv), there is, and has been, no infringement by any Acquired Company of any Intellectual Property of a third party. (v) Except as set forth in Schedule 5.8(v), no Acquired Company is infringing or making unauthorized use of the Company, there is Intellectual Property of any third party and no infringement, misappropriation notice or violation by third parties allegation of any such Intellectual Property; infringement or unauthorized use has been received by any Acquired Company. (Cvi) there is Except as set forth in Schedule 5.8(vi), no pending orAcquired Company is, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceablebeen, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation breach of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement licenses or any restrictive covenant to or other agreements entered into with a former employer where third party under which such Acquired Company is granted rights to use any of the basis material Intellectual Property Rights, and to the Sellers’ Knowledge, none of such violation relates to third parties are in breach of such employee’s employment with the Company license or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “other agreement regarding material Intellectual Property” shall mean Property Rights. (vii) Except as set forth in Schedule 5.8(vii), all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how material royalty and other intellectual propertymaterial payments due under the license and other agreements entered into by any Acquired Company and relating to any material Intellectual Property Rights have been paid, and to the Sellers’ Knowledge, are not subject to any dispute.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or or, to the knowledge of the Company, can acquire on reasonable terms, all material Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, except as such action, suit, proceeding or claim would not result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, except as such action, suit, proceeding or claim would not result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim, except as such action, suit, proceeding or claim would not result in a Material Adverse Effect, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus Supplement to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, except as described in the Registration Statement, the Prospectus and the Prospectus Supplement and except as would not have a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge Knowledge (as defined herein) of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (CB) there is no pending or, to the knowledge Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge Knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertysubsidiaries.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiary own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (Fv) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company Schedule 3.23 sets forth a list of all material registered and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all material unregistered Intellectual Property (as defined below) necessary for owned by the Company and used in the conduct of their respective businesses as now conducted its business and all agreements granting any right to use or as described practice any right relating to the Intellectual Property currently used in the Registration Statement, conduct of the Pricing Prospectus and Company's business (the Prospectus to be conducted"Licenses") as of the date hereof. Except as would not result set forth in the Disclosure Statement (i) the Company is the sole owner of all of its rights under the Licenses free and clear of any liens, claims, encumbrances or interests; (ii) the Company is the sole owner of, or has a Material Adverse Effectvalid right to use pursuant to a License, all patents and patent applications, registered and unregistered trademarks, service marks, trade names, trade dress, logos, company names and other source or business identifiers, including all goodwill associated therewith, the names, likenesses and other attributes of individuals, registered and unregistered copyrights, computer programs and databases, trade secrets, proprietary technology, know-how, industrial designs and other confidential information and any pending applications for any of the foregoing (Acollectively, the "Intellectual Property") there are no rights currently used in the conduct of third parties to any such Intellectual Property owned by the Company's business, free and clear of any liens, claims, encumbrances or interests; (Biii) to the knowledge Company's best knowledge, the present operations of the CompanyCompany do not, there is no infringementand its past operations did not, misappropriation infringe upon, violate, interfere or violation by third parties conflict with the rights of others with respect to any such Intellectual Property; (C) there , and no claim is no pending or, to the knowledge of the Company's best knowledge, threatened, action, suit, proceeding or claim by others challenging to this effect; (iv) to the Company’s or any Subsidiary’s rights in or to any such Intellectual Property's best knowledge, and the Company is unaware none of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged is invalid or unenforceable, or has not been used or enforced or has failed to be used or enforced in whole a manner that would result in the abandonment, cancellation or in part, unenforceability of any of the Intellectual Property and there no claim is no pending or, to the knowledge of the Company's best knowledge, threatened actionthreatened, suitto this effect; (v) no License provision or any other contract, proceeding agreement or claim by others challenging the validity or scope of any such Intellectual Property, and understanding to which the Company is unaware a party would prevent the continued use by the Company (as currently used by the Company) of any facts which would form a reasonable basis for any such claimIntellectual Property following the consummation of the transactions contemplated hereby; (Evi) to the Company's best knowledge, no person is infringing upon or otherwise violating any Intellectual Property or License; and (vii) there is are no claims pending or, to the knowledge of the Company's best knowledge, threatened actionin connection with any License, suitin all cases in clauses (i) through (vii) of this Section 3.23 with only such exceptions as would not, proceeding individually or claim by others that in the Company or any of its Subsidiaries infringesaggregate, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with have a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except conducted in all material respects, except as such failure to own, possess, or acquire such rights would not result in have a Material Adverse Effect. To the Company’s Knowledge, all Intellectual Property of the Company is valid and enforceable, except as would not, singly or in the aggregate, have a Material Adverse Effect. The Company has not received any opinion from its legal counsel concluding that any activities of its respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property of any other person. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company’s Knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company’s Knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company’s Knowledge, the Intellectual Property licensed to the Company, each of the Subsidiaries, has have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any material facts which would form a reasonable basis for any such claim; (ED) to the Company’s Knowledge, there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other material fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledgeKnowledge, no Company employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business; none of the execution and delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company, and the conduct of the Company’s business as proposed, will conflict with or result in a breach of terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated; and it is not and will not be necessary to use any inventions, trade secrets or proprietary information of any of its Subsidiaries consultants, or its employees (or Persons it currently intends to hire) made prior to their employment by the Company, except for technology that is licensed to or owned by the Company. All licenses for the use of Company’s Intellectual Property are valid, binding upon, and enforceable against the Company and, to the Company’s Knowledge, the other parties thereto in accordance to its terms. The Company has complied in all material respects with any intellectual property license, and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is not in breach nor has ever been in violation received any written notice asserting or threatening any claim of breach of any term intellectual property license, and to the Company’s Knowledge there is no breach or anticipated breach by any other person to any intellectual property license. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property, including the execution of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, appropriate nondisclosure agreement and confidentiality agreements. The Company has not received a notice (written 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 otherwise) that any of its Subsidiaries or actions undertaken by the employee while employed with Intellectual Property necessary for the Company or any conduct of its Subsidiaries. “Intellectual Property” shall mean all patentsbusiness as now conducted or as described in the SEC Reports has expired, patent applicationsterminated or been abandoned, trade and service marksor is expected to expire or terminate or be abandoned, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertywithin two (2) years from the date of this Agreement.

Intellectual Property. (i) The Company Intellectual Property is owned by the Company or its Subsidiaries free and clear of Liens, other than (i) Permitted Liens, (ii) encumbrances, restrictions or other obligations arising under any of the Company Intellectual Property Agreements, or (iii) Liens that could not be reasonably expected to have a Material Adverse Effect on the Company. (i) The Company and each of its Subsidiaries owns, possesseshas taken reasonable steps consistent with applicable industry practice to protect and preserve the confidentiality of material confidential information that they wish to, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of obligated by third parties to any such Intellectual Property owned by the Company; (B) to, protect as Trade Secrets, and, to the knowledge Knowledge of the Company, there is no infringementmisappropriation from the Company of such Trade Secrets by any Person, except where such misappropriation or violation by third parties of any such Intellectual Property; could not reasonably be expected to have a Material Adverse Effect on the Company. (Cii) there is no pending or, to To the knowledge Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee none of the Company or any of its Subsidiaries or any of its or their current products or services is in infringing upon or has ever been in violation otherwise violating the Intellectual Property of any term third party, except where such infringement could not reasonably be expected to have a Material Adverse Effect on the Company. (iii) As of the date of this Agreement, the Company has not received written notice of any employment contractsuit, patent disclosure agreementclaim, invention assignment agreementaction, non-competition agreementinvestigation or proceeding made, non-solicitation agreementconducted or brought by a third party that has been served upon or, nondisclosure agreement to the Knowledge of the Company, filed or threatened in writing with respect to any restrictive covenant to alleged infringement or with a former employer where the basis of such other violation relates to such employee’s employment with in any material respect by the Company or any of its Subsidiaries or actions undertaken by any of its or their current products or services or other operation of the employee while employed with Company’s or its Subsidiaries’ business of the Company Intellectual Property of such third party. As of the date of this Agreement, to the Knowledge of the Company, there is no pending or threatened claim challenging the validity or enforceability of, or contesting the Company’s or any of its Subsidiaries. “’ rights with respect to, any of the material Company Intellectual Property” shall mean all patents. (iv) The execution and delivery of this Agreement by the Company, patent applicationsand the consummation of the transactions contemplated hereby, trade and service markswill not result in (i) the Company or its Subsidiaries granting to any third party any rights or licenses to any Company Intellectual Property, trade and service mark registrations(ii) any right of termination or cancellation under any Company Intellectual Property Agreement, trade namesor (iii) the imposition of any Lien on any Company Intellectual Property, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyexcept where any of the foregoing (in clauses (i) through (iii)) would not have a Company Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, has a valid license to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus General Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, license or acquire such rights would not result in a Material Adverse Effect. “Intellectual Property” means all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property. Except as described in the Registration Statement, in the General Disclosure Package and in the Prospectus or as would not individually or in the aggregate be expected to result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B1) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C2) there is no pending or, to the knowledge of the Company’s knowledge, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D3) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and and, to the knowledge of the Company’s knowledge, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E4) there is no pending or, to the Company’s knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (F5) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever has, within the past three years, 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 subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries. “The Company and its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyexcept where failure to do so would not result in a Material Adverse Effect.

Intellectual Property. The Company owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all similar rights (“Intellectual Property (as defined belowRights”) necessary for the conduct of their respective businesses the business of the Company as now conducted or currently carried on and as described in the Registration StatementStatement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the Pricing Prospectus knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and ; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (EC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claimclaim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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 Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Subsidiaries. “Intellectual Property” shall mean all patentsofficers, patent applicationsdirectors or employees, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyor otherwise in violation of the rights of any persons.

Intellectual Property. The Company Company, the Operating Partnership and each of its the Subsidiaries ownsown, possessespossess, license or have other rights to use, use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyproperty (collectively, the “Intellectual Property”) necessary for the conduct of their business as now conducted and can independently develop or acquire any additional Intellectual Property necessary for the conduct of their business as proposed in the Time of Sale Information to be conducted, except where the failure to own, possess, license or have other rights to use or acquire would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. Except as set forth in the Time of Sale Information, (a) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (b) to the knowledge of the Transaction Entities, there is no material infringement by third parties of any such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (c) there is no pending or, to the knowledge of the Transaction Entities, threatened action, suit, proceeding or claim by others challenging either of the Transaction Entities in or to any material Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (d) to the knowledge of the Transaction Entities, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property owned by the Company, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (e) there is no pending or, to the knowledge of the Transaction Entities, threatened action, suit, proceeding or claim by others that the business of the Company, the Operating Partnership and the Subsidiaries, as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Transaction Entities are unaware of any other fact which would form a reasonable basis for any such claim.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, owns or possesses or has valid rights to use or can develop or acquire on reasonable termsterms all patents, all patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property (as defined belowRights”) necessary for the conduct of their respective businesses the business of the Company as now conducted or currently carried on and as described in the Registration Statement, the Pricing Prospectus General Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of any Intellectual Property Rights of others. The Company has not received any written notice alleging any such infringement or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and ; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (EC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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 Company, or actions undertaken by the employee while employed with the Company. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the General Disclosure Package and the Prospectus and are not materially described therein. The Registration Statement, the General Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Subsidiaries. “Intellectual Property” shall mean all patentsofficers, patent applicationsdirectors or employees, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyor otherwise in violation of the rights of any persons.

Intellectual Property. The Company owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, inventions, trade secrets and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all similar rights (“Intellectual Property (as defined belowRights”) necessary for the conduct of their respective businesses the business of the Company as now conducted or currently carried on and as described in the Registration StatementStatement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the Pricing Prospectus knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and ; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (EC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claimclaim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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 Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Subsidiaries. “Intellectual Property” shall mean all patentsofficers, patent applicationsdirectors or employees, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyor otherwise in violation of the rights of any persons.

Intellectual Property. The Company Schedule 5.13 is a complete and each correct list of its Subsidiaries ownsall Proprietary Rights owned or used by any of the Seller Parties in connection with the operation of the Practice, possessesincluding, without limitation, all trade or corporate names used by any of the Seller Parties and all licenses and other rights granted by any of the Seller Parties to any third party with respect to Proprietary Rights and licenses and other rights granted by any third party to any of the Seller Parties with respect to Proprietary Rights. Except as set forth on Schedule 5.13, (a) the Seller Parties own, free and clear of all Liens, or can acquire on reasonable termshave a valid license to use, all Intellectual Property (as defined below) of the Proprietary Rights necessary for the conduct operation of their respective businesses the Practice as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be presently conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bb) to the knowledge Knowledge of the CompanySeller Parties, no claim by any third party contesting the validity, enforceability, use or ownership of any such Proprietary Rights has been made, is currently outstanding or threatened, and there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Dc) the Intellectual Property owned by the Company and each none of the Subsidiaries, and to the knowledge Seller Parties nor any registered agent of any of the CompanySeller Parties has received any notices of, the Intellectual Property licensed or is aware of any reasonable basis for an allegation of, any infringement or misappropriation by, or conflict with, any third party with respect to the Companysuch Proprietary Rights, each nor has any of the SubsidiariesSeller Parties, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the CompanySeller Parties, threatened action, suit, proceeding or claim by others challenging the validity or scope any registered agent of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has Seller Parties received any written notice notices of such claimclaims of infringement or misappropriation of or other conflict with any Proprietary Rights of any third party; and (Fd) to the Company’s knowledge, no employee none of the Company Seller Parties has infringed, misappropriated or otherwise violated any of its Subsidiaries is in or has ever been in violation Proprietary Rights of any term third parties, nor is aware of any employment contractinfringement, patent misappropriation or conflict which will occur as a result of the continued operation of the Practice as presently conducted or as currently proposed to be conducted. Except as set forth on Schedule 5.13, the Seller Parties do not store or have access to any credit card (or similar) payment information or social security numbers (or equivalent). To the Knowledge of the Seller Parties, there has been no unauthorized access to, acquisition, use or disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or breach of the security of any restrictive covenant data to or with a former employer where which the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertySeller Parties have access.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual PropertyProperty owned or possessed by the Company, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. (a) The Company and each of its Subsidiaries Company, directly or indirectly, owns, possesses, or can acquire on reasonable termsis licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property (Rights that are material to the business of the Company and its Subsidiaries, taken as defined below) necessary for the conduct of their respective businesses a whole, as now currently conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus proposed to be conducted. Except as conducted (the "COMPANY INTELLECTUAL PROPERTY RIGHTS"), except where the failure to do so would not result in have a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by Effect on the Company; . (Bb) Except as disclosed on Schedule 4.21(b), no claims have been asserted to the knowledge of the Company, there is no infringement, misappropriation Company or violation by third parties of any such Intellectual Property; (C) there is no pending Subsidiary in writing or, to the knowledge of the Company, threatened, action, suit, proceeding or claim are threatened by others challenging the Company’s or any Subsidiary’s rights in or to person nor are there any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending orvalid grounds, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; bona fide claims (Ei) there is no pending or, to against the knowledge of the Company, threatened action, suit, proceeding or claim use by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any of the Company Intellectual Property Rights, or other proprietary rights of others, and neither (ii) challenging the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of ownership by the Company or any of its Subsidiaries is in Subsidiaries, or has ever been in violation the validity or effectiveness of any term of the Company Intellectual Property Rights, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (c) Neither the Company nor any of its Subsidiaries has any outstanding claim or suit for, and the Company has no knowledge of, any continuing infringement by any other Person of any employment contractCompany Intellectual Property Rights. No Company Intellectual Property Right is subject to any outstanding judgment, patent disclosure agreementinjunction, invention assignment agreementorder, non-competition agreement, non-solicitation agreement, nondisclosure decree or agreement or any restrictive covenant to or with a former employer where restricting the basis of such violation relates to such employee’s employment with use thereof by the Company or any of its Subsidiaries or actions undertaken restricting the licensing thereof by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertySubsidiaries to any Person.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiary own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Except as set forth in the SEC Reports, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (Fv) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its SubsidiariesCompany, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined belowi) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A3(m)(i) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation Disclosure Schedule identifies each patent or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such registered Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property or application therefor, owned by the Company and each or any of the its Subsidiaries, and each material written license or other agreement or material oral agreement that would be reasonably considered to the knowledge of the Company, the Intellectual Property licensed exist (excluding off-the-shelf software license agreements) pursuant to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringeshas granted to any third party, misappropriates or otherwise violates has been granted by any third party, any rights in the Intellectual Property. (ii) With respect to each material item of Intellectual Property other than the license agreements identified in §3(m)(i) of the Disclosure Schedule, and except as otherwise indicated on §3(m)(i) of the Disclosure Schedule: (A) the Company and/or its Subsidiaries owns all right, title and interest in and to such item of Intellectual Property, free and clear of any Security Interest, license or other proprietary rights restriction; (B) to the Knowledge of othersthe Company, and such item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling or charge; and (C) no action, suit, proceeding, hearing, investigation, written claim or written demand is pending or, to the Knowledge of the Company, is threatened which challenges the legality, validity, enforceability, use or ownership of such item of Intellectual Property; (iii) With respect to each agreement identified in §3(m)(i) of the Disclosure Schedule: (A) neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) its Subsidiaries, nor to the Company’s knowledge, no employee Knowledge of the Company, any other party to any such agreement is in material breach or default thereof; and (B) neither the Company or nor any of its Subsidiaries has repudiated any provision thereof, nor has the Company received any notice that any other party to any such agreement has repudiated any provision thereof; and (C) each such agreement is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant full force and effect as to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “, and the Company has not received any notice that would indicate that any such agreement is not in full force and effect as to each other party thereto. (iv) Neither the Company nor any of its Subsidiaries has received notice of any claim that it is infringing the Intellectual Property” shall mean all patentsProperty of any third party that would have a material effect on the Company or its Subsidiaries, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertythe Company has no Knowledge of any infringement by any third party of any material Intellectual Property owned or used by the Company or any of its Subsidiaries.

Intellectual Property. The (a) Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (i) to the knowledge of the Company, the Company and each of its the Company Subsidiaries owns, possesses, own or can acquire on reasonable terms, are licensed to use all Intellectual Property (as defined below) used in or necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be currently conducted. Except as would not result in a Material Adverse Effect, ; (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bii) to the knowledge of the Company, there is no infringement, misappropriation the conduct of the business of the Company and the Company Subsidiaries as currently conducted does not infringe upon or violation by third parties misappropriate the Intellectual Property rights of any such Intellectual Property; third party; (Ciii) there is are no claims or suits pending or, to the knowledge of the CompanyCompany and except as set forth in Section 3.13(a)(iii) of the Company Disclosure Schedule, threatened, action, suit, proceeding threatened against the Company or claim by others any Company Subsidiary (A) alleging that the conduct of the business of the Company or any Company Subsidiary as currently conducted infringes upon or misappropriates the Intellectual Property rights of any third party or (B) challenging the Company’s ownership, use, validity or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware enforceability of any facts which would form a reasonable basis for any such claim; (D) the item of Intellectual Property owned by the Company and each or a Company Subsidiary (“Company Owned Intellectual Property”); (iv) with respect to the Company Owned Intellectual Property, the Company or a Company Subsidiary is the owner of the Subsidiariesentire right, title and interest in and to such Company Owned Intellectual Property, free and clear of all liens, encumbrances and other restrictions, and is entitled to use such Company Owned Intellectual Property in the continued operation of its respective business; (v) there are no settlements, forbearances to sxx, consents, judgments, orders or similar obligations which (A) restrict the business of the Company or any Company Subsidiary in or under any Intellectual Property rights of any third party; or (B) permit any third party to use any Company Owned Intellectual Property; (vi) Section 3.13(a)(vi) of the Company Disclosure Schedule sets forth each item of material Intellectual Property licensed to the Company or a Company Subsidiary (“Company Licensed Intellectual Property”), and the Company or a Company Subsidiary 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 and the Company and the Company Subsidiaries have used such Company Licensed Intellectual Property in accordance with the terms of such license agreement; (vii) to the knowledge of the Company, the Company Owned Intellectual Property licensed to the Companyis valid and enforceable, each of the Subsidiaries, and has not been adjudged invalid or unenforceable, unenforceable in whole or in part, and there is no pending or, ; (viii) to the knowledge of the Company, threatened action, suit, proceeding no person is engaging in any activity that infringes upon or claim by others challenging misappropriates the validity or scope of any such Company Owned Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; ; (Eix) there is no pending or, to the knowledge of the Company, threatened actioneach license of the Company Licensed Intellectual Property is valid and enforceable, suitis binding on all parties to such license, proceeding and is in full force and effect; (x) to the knowledge of the Company, no party to any license of the Company Licensed Intellectual Property is in breach thereof or claim default thereunder; and (xi) neither the execution of this Agreement nor the consummation of any Transaction will adversely affect any of the Company’s or Company Subsidiaries’ rights with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Property. (b) Except as could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and Company Subsidiaries have taken commercially reasonable actions to protect each item of Company Owned Intellectual Property. The Company and Company Subsidiaries have policies of (i) obtaining assignments from all technical employees and consultants, who are involved in any way in the research, development or invention of technology, of all of their rights in the technology created by others that them within the scope of their employment during such employment and (ii) requiring all directors who are involved in an executive capacity with the Company or any a Company Subsidiary, officers, management employees, and technical and professional employees of its the Company and Company Subsidiaries infringes, misappropriates to enter into written agreements with the Company or otherwise violates any Intellectual Property Company Subsidiaries to maintain in confidence all confidential or other proprietary rights information acquired by them in the course of others, their employment. The Company and Company Subsidiaries enforce the foregoing policies in a manner consistent with industry standard practices and neither the Company nor the Company Subsidiaries are aware of any violations of the Subsidiaries foregoing policies. (c) The Company or any Company Subsidiary has received not agreed to indemnify any written notice third party for or against any infringement or misappropriation with respect to any third party Intellectual Property other than in the ordinary course of such claim; and business. (Fd) to The consummation of the Company’s knowledge, no employee Transactions will not result in the Company or any Company Subsidiary being bound by any non-compete or other restriction on the operation of any business of the Company or any of its Subsidiaries is Company Subsidiary, or in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with grant by the Company or any Company Subsidiary of its Subsidiaries any rights or actions undertaken by the employee while employed with the licenses to any Company Owned Intellectual Property. (e) The Company or any Company Subsidiary has not licensed any Company Owned Intellectual Property to any third party other than in the ordinary course of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertybusiness.

Intellectual Property. The Company and each of its Subsidiaries owns, possessespossesses or has valid and enforceable licenses to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it Subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Time of Sale Prospectus and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, the effect of which would have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware effect of any facts which would form have a reasonable basis for any such claimMaterial Adverse Effect; (DC) the Intellectual Property owned by the Company and each of the its Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Company and its Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware effect of any facts which would form have a reasonable basis for any such claimMaterial Adverse Effect; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the its Subsidiaries has received any written notice of such claim, the effect of which would have a Material Adverse Effect; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, the effect of which would have a Material Adverse Effect; and (F) there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Intellectual Property described in the Registration Statement, Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company or that interferes with the issued or pending claims of any such Intellectual Property. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The (a) Part 3.9(a) of the Company Disclosure Schedule sets forth a list of all Company Registered IP, as well as all filings, payments and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus other actions required to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned made or taken by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringeswithin ninety (90) days following the Agreement Date to maintain each item of Company Registered IP. All filings, misappropriates payments and other actions required to be made or otherwise violates taken by the Company or any of its Subsidiaries before the Agreement Date to maintain each item of material Company Registered IP have been made and taken, except as would not reasonably be expected to materially impair any such Company Registered IP. As of the Agreement Date and to the Knowledge of the Company, none of the Company Registered IP listed in Part 3.9 of the Company Disclosure Schedule is currently involved in any interference, reexamination, opposition, declaratory judgment, litigation (whether actual or threatened), or similar proceeding. (b) Each item of Company Owned IP is owned by the Company or its Subsidiaries, free and clear of any Encumbrances (other than Permitted Encumbrances and outbound licenses to Company Owned IP granted in the ordinary course of business consistent with past practices). (c) To the Company's Knowledge, the Company Owned IP and the Company In-Licensed IP constitutes all of the Intellectual Property Rights necessary for the conduct of the business of the Company and its Subsidiaries as it is currently conducted by the Company and its Subsidiaries. (d) Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated hereby would reasonably be expected to, with or without notice or the lapse of time, result in or give any other Person the right or option to cause, create, impose or declare (i) a loss of, or Encumbrance on, any Company Owned IP, (ii) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any Company Owned IP, (iii) a conflict, violation of, default (with or without notice or lapse of time or both) under, or Encumbrance relating to, or loss of any Intellectual Property used by the Company or any of its Subsidiaries, or (iv) any right of termination, cancelation or acceleration of any Intellectual Property used by the Company or any of its Subsidiaries. (e) The Company and its Subsidiaries have taken commercially reasonable steps to protect the Company's and its Subsidiaries' rights in trade secrets of the Company and its Subsidiaries, and to the Knowledge of the Company, no such rights to any trade secrets have been lost or are in jeopardy of being lost through failure to act by the Company or any of its Subsidiaries. None of the source code or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee material trade secrets of the Company or any of its Subsidiaries is has been published or disclosed by the Company or any of its Subsidiaries, except pursuant to a non-disclosure agreement or pursuant to licenses or Contracts requiring the recipient to keep such trade secrets confidential. The Company and its Subsidiaries have used commercially reasonable efforts to safely store back-up copies of all their material computer programs and software. (f) Except as set forth in Part 3.9(f) of the Company Disclosure Schedule, no licenses or rights have been granted to a third party to distribute the source code for, or to use any such source code to create derivative works of, any Company Product for which the Company or one of its Subsidiaries possesses the source code. (g) Part 3.9(g) of the Company Disclosure Schedule sets forth all arrangements pursuant to which the Company or any Subsidiary has ever been in violation deposited the source code of any term of the Company or any Subsidiary into escrow for the benefit of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or third party. The Company and its Subsidiaries are in compliance with all Contracts pursuant to which any restrictive covenant to or with a former employer where the basis source code of such violation relates to such employee’s employment with the Company or any of its Subsidiaries has been placed into escrow (other than any noncompliance which would not reasonably be expected to (with or actions undertaken without notice or lapse of time or both) result in the release of source code from escrow), neither the Company nor any of its Subsidiaries is in material breach or default under any such Contract, and no source code has been released from escrow pursuant to any such Contract. (h) To the Knowledge of the Company, as of the Agreement Date, no Person is infringing, misappropriating or otherwise violating, any material Company Owned IP. (i) The development, manufacturing, marketing, sale, offer for sale, licensing, exportation, distribution and/or use of any Company Products does not infringe or misappropriate any Intellectual Property Right of any other Person. (j) There is no Legal Proceeding currently pending or, to the Knowledge of the Company, currently threatened with respect to, and during the past twenty four (24) months neither the Company nor any of its Subsidiaries has been notified of, any possible infringement or other violation by the employee while employed Company, any of its Subsidiaries or any of Company Products, of the Intellectual Property Rights of any Person. To the Knowledge of the Company, there is no investigation pending or threatened with respect to any possible infringement or other violation in any respect by the Company, any of its Subsidiaries or any of Company Products, of the Intellectual Property Rights of any Person. (k) With respect to all former and current employees, agents, consultants and independent contractors of the Company and any of its Subsidiaries involved in the conception or development of any Intellectual Property material to the conduct of the business or otherwise responsible for developing the Company Products, either (i) all such employees, agents, consultants, and independent contractors have assigned or otherwise transferred, or have an obligation to assign or otherwise transfer, to the Company or any of its Subsidiaries all ownership and other rights of any nature whatsoever (to the extent permitted by Law) of such person in such Intellectual Property; or (ii) the Company or its Subsidiaries own all Intellectual Property created by such employees, agents, consultants and independent contractors that is within the scope of the "work made for hire" doctrine under the U.S. Copyright law. To the Knowledge of the Company, none of the former or current employees, agents, consultants or independent contractors, have a valid claim against the Company or any of its Subsidiaries in connection with the involvement of such persons in the conception and development of any material Intellectual Property owned, intended to be owned or used by the Company or any of its Subsidiaries, and no such claim has been asserted or threatened. “To the Knowledge of the Company, none of the current or former employees or consultants of the Company or any of its Subsidiaries has any patents issued or applications pending for any device, process, design or invention of any kind now used or needed by the Company or any of its Subsidiaries in furtherance of their business as currently conducted, which patents or applications have not been assigned to the Company or any of its Subsidiaries. (l) Part 3.9(l) of the Company Disclosure Schedule identifies any and all open source, public source or freeware software or any modification or derivative thereof, including, but not limited to, any version of any software licensed pursuant to any GNU General Public License, GNU Lesser General Public License or limited general public license, that is both: (i) used in, incorporated into, integrated or bundled with any Intellectual Property” shall mean Property or Company Product; and (ii) licensed under any terms or conditions that impose any requirement that any software using, linked with, incorporating, distributed with, based on, derived from or accessing the software code: (A) be made available or distributed in source code form; (B) be licensed for the purpose of making derivative works; (C) be licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind; or (D) be redistributable at no charge. To the Knowledge of the Company, all patentssuch open source software is and has been used in compliance with the applicable open source software license. (m) Except as would not reasonably be expected to have a Company Material Adverse Effect, patent applicationseach of the Company Products is, trade and service marksat all times up to and including the sale thereof has been, trade in compliance in all material respects with all applicable Laws and service mark registrationscontractual obligations. To the Knowledge of the Company, trade namesthere is no material design defect with respect to any of such Company Products. (n) With respect to all Company In-Licensed IP except for third-party software licenses generally available to the public, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how all necessary licenses have been obtained and other intellectual propertyno royalties or payments are due (or such royalties and payments are identified in Part 3.9(n) of the Company Disclosure Schedule).

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus Supplement to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, except as described in the Registration Statement, the Prospectus and the Prospectus Supplement, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge Knowledge (as defined herein) of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge Knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and trademarks, trademark registrations, service marks, trade and service mark registrations, trade names, copyrights, copyright registrations, licenses, inventions, trade secrets, Internet domain names, Internet domain name registrations, technology, registrations, trade secret rights, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or or, to the knowledge of the Company, can acquire on reasonable terms, all material Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, and except as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in or reasonably be expected to have a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, except as such action, suit, proceeding or claim would not result in or reasonably be expected to have a Material Adverse Effect,, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries or its subsidiaries has received any written notice of such claim, except as such action, suit, proceeding or claim would not result in or reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in or reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The (1) To the Company's knowledge, other than software and technology licenses that are generally commercially available, the Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and each of its Subsidiaries ownsknow-how (collectively, possesses, or can acquire on reasonable terms, all "Intellectual Property (as defined belowProperty") necessary for to the conduct business of their respective businesses the Company as now conducted or as described in the Registration Statementpresently conducted, the Pricing Prospectus lack of which could reasonably be expected to have a material adverse effect on the Company's financial condition, results of operations, assets, liabilities, business or prospects, and no claim is pending or, to the Prospectus Company's knowledge, threatened to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no the effect that the operations of the Company infringe upon or conflict with the asserted rights of third parties any other person under any Intellectual Property, and, to the Company's knowledge, there is no reasonable basis for any such claim (whether or not pending or threatened). No claim is pending or, to the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company; , or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the Company's knowledge, there is no reasonable basis for any such claim (Bwhether or not pending or threatened). To the Company's knowledge, all Intellectual Property developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to provide the services or proposed services of the Company. There are no agreements, understandings, instruments, contracts, judgments, orders or decrees to which the Company is a party or by which it is bound which involve indemnification by the Company with respect to infringements of Intellectual Property. (2) to To the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of party may assert any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or valid claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that against the Company or any of its Subsidiaries infringes, misappropriates Designated Person (as defined below) with respect to (A) the continued employment by or otherwise violates any Intellectual Property or other proprietary rights of others, and neither association with the Company nor of any of the Subsidiaries has received any written notice of such claim; and present officers or employees of, or consultants to, the Company (Fcollectively, the "Designated Persons"), or (B) to the Company’s knowledge, no employee of use or disclosure by the Company or any of its Subsidiaries is in or has ever been in violation Designated Person 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 information which the Company or any Designated Person would be prohibited from using or disclosing under any prior agreements or arrangements or under any laws, including, without limitation, laws applicable to unfair competition, trade secrets or proprietary information. The Company does not believe it is or will be necessary to use any inventions of its Subsidiaries any Designated Person made prior to his or actions undertaken her employment or engagement by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyCompany.

Intellectual Property. The Company Company, the Operating Partnership and each of its the Subsidiaries ownsown, possessespossess, license or have other rights to use, use, or can acquire on reasonable termsall patents, all trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property (as defined belowProperty”) necessary for the conduct of their respective businesses business as now conducted and can independently develop or acquire any additional Intellectual Property necessary for the conduct of their business as described proposed in the Registration Statement, the Pricing Prospectus and the Prospectus General Disclosure Package to be conducted. Except as , except where the failure to own, possess, license or have other rights to use or acquire would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. Except as set forth in the General Disclosure Package, (Aa) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (b) to the knowledge of the Transaction Entities, there are is no rights of material infringement by third parties to of any such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cc) there is no pending or, to the knowledge of the CompanyTransaction Entities, threatened, threatened action, suit, proceeding or claim by others challenging either of the Company’s or any Subsidiary’s rights Transaction Entities in or to any such material Intellectual PropertyProperty owned by the Company, the Operating Partnership, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Dd) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the CompanyTransaction Entities, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual PropertyProperty owned by the Company, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (Ee) there is no pending or, to the knowledge of the CompanyTransaction Entities, threatened action, suit, proceeding or claim by others that the Company or any business of its Subsidiaries infringesthe Company, misappropriates the Operating Partnership and the Subsidiaries, as now conducted infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor Transaction Entities are unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possessespossesses or has valid and enforceable licenses to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. (i) The Company and each of its Subsidiaries owns, possessesor is licensed or otherwise possesses legally enforceable rights to use all patents, trademarks, trade names, service marks, copyrights and any applications therefor, technology, know-how, computer software programs or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted applications and tangible or as described intangible proprietary information or materials that are used in the Registration Statementbusiness of the Company as currently conducted, except for any such failures to own, be licensed or possess that, individually or in the Pricing Prospectus and the Prospectus aggregate, are not reasonably likely to be conducted. Except as would not result in have a Material Adverse EffectEffect on the Company or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) Except as is not reasonably likely to have a Material Adverse Effect on the Company or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement: (A) there are no rights the Company is not, nor will it be as a result of third parties the execution and delivery of this Agreement or the performance of its obligations hereunder, in violation of any licenses, sublicenses and other agreements as to which the Company is a party and pursuant to which the Company is authorized to use any such third-party patents, trademarks, service marks, copyrights, trade secrets or computer software (collectively, “Third-Party Intellectual Property owned by the CompanyRights”); (B) no claims with respect to (I) the knowledge of patents, registered and material unregistered trademarks and service marks, registered copyrights, trade names and any applications therefor, trade secrets or computer software owned by the CompanyCompany (collectively, there is no infringement, misappropriation the “Company Intellectual Property Rights”); or violation by third parties of any such (II) Third-Party Intellectual Property; (C) there is no Property Rights are currently pending or, to the knowledge of the Company, threatenedare threatened by any Person; and (C) the Company does not know of any valid grounds for any bona fide claims (I) against the use by the Company of any Company Intellectual Property Rights or Third-Party Intellectual Property Rights used in the business of the Company as currently conducted or as proposed to be conducted; (II) challenging the ownership, action, suit, proceeding validity or claim by others enforceability of any Company Intellectual Property Rights; or (III) challenging the Company’s license or legally enforceable right to use any Subsidiary’s rights in or to any such Third-Party Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyRights.

Intellectual Property. The Company and each of its Subsidiaries ownsown, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s or any Subsidiary’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus SEC Reports to be conducted. Except as would not result in a Material Adverse Effect, (A) and there are no rights unreleased liens or security interests which have been filed against any of third parties to any such Intellectual Property the patents owned by the Company; Company or its Subsidiaries. Furthermore, (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cii) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding Proceeding or other claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the or its Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Company or its Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding or other claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware not aware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding Proceeding or other claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the its Subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (v) the Company and its Subsidiaries have complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its Subsidiaries, and all such agreements are in full force and effect; and (Fvi) any product candidates described in the SEC Reports as under development by the Company or its Subsidiaries fall within the scope of the claims of one or more patents or applications relating to the product candidate or its intended use owned by, or exclusively licensed to, the Company or its Subsidiaries; and (vii) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries, except, in the case of clause (vii), as would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, licenses or can acquire on reasonable termshas other rights to use all foreign and domestic patents, all patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property (as defined below) Property”), necessary for the conduct of their respective businesses its business as now conducted except to the extent that the failure to own, possess, license or as described otherwise hold adequate rights to use such Intellectual Property would not, individually or in the Registration Statementaggregate, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in have a Material Adverse Effect. (i) Except as disclosed in the Registration Statement and the Prospectus, (A) there are no rights of third parties to any such Intellectual Property owned by the Company, except for any such rights as would not, individually or in the aggregate, result in a Material Adverse Effect; (Bii) to the knowledge of the Company’s knowledge, there is no infringement, misappropriation or violation infringement by third parties of any such Intellectual Property; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (Fvi) to the Company’s knowledge, there is no employee of third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement and the Prospectus as being owned by or licensed to the Company; and (vii) the Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any of its Subsidiaries is such pending or threatened suit, action, proceeding or claim as would not, individually or in or has ever been the aggregate, result in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The Company owns exclusively, free and each clear of its Subsidiaries owns, possessesall Liens, or can acquire on reasonable termshas obtained valid and enforceable licenses for, all Intellectual Property described in the SEC Reports as being owned or licensed by the Company and all Intellectual Property listed in Schedule 3.1(p)(i) (as defined below) collectively, the “Company Intellectual Property”), and the Company owns exclusively, free and clear of all Liens, or has obtained valid and enforceable licenses for, all Intellectual Property that is necessary for or reasonably sufficient to the conduct of their respective businesses the business of the Company as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, There is no material Intellectual Property owned or licensed to the Company other than the Company Intellectual Property. To the Company’s Knowledge: (Ai) there are no third parties who have rights to any Company Intellectual Property, except for the rights of third-party licensors under the agreements listed in Schedule 3.1(p)(ii) and the rights granted to, or retained by, third parties to any such Intellectual Property owned by under the Companyagreements listed in Schedule 3.1(p)(iii); and (Bii) to the knowledge of the Company, there is no infringement, misappropriation or violation infringement by third parties of any such material Company Intellectual Property; (C) . Except as disclosed in the SEC Reports or listed in Schedule 3.1(p)(iv), there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the CompanyKnowledge, threatened action, suit, proceeding or written claim by others others: (A) challenging the validity Company’s rights in or to any Company Intellectual Property; (B) challenging the validity, enforceability or scope of any such material, granted and issued, government-registered Company Intellectual Property; or (C) asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the SEC Reports that is in pre-clinical or clinical development, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim; and (F) challenge or assertion with respect to any of the foregoing. The Company has complied or will comply in due time with the material 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 employee and consultant has assigned to the Company all rights, if any, of such employee or consultant, respectively, in any Company Intellectual Property in connection with the Company’s knowledgerelationship with such employee or consultant. Schedule 3.1(p)(i) lists all Company Intellectual Property owned by the Company that is the subject of an application or registration with any governmental authority. Schedule 3.1(p)(ii) lists all contracts (other than agreements with employees or consultants) pursuant to which the Company was granted or otherwise transferred rights to any Company Intellectual Property. Schedule 3.1(p)(iii) lists all material contracts pursuant to which the Company has granted or otherwise transferred to a third party any rights under Company Intellectual Property. All Company Intellectual Property owned by the Company and registered with any governmental authority (i) is in proper form in all material respects, no employee (ii) has not been disclaimed and (iii) other than ordinary course activities consistent with past practice, has been duly maintained in accordance with applicable law in all material respects, including submission of all necessary filings and payment of fees in accordance with the legal and administrative requirements of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyappropriate jurisdictions.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or or, to the knowledge of the Company, can acquire on reasonable terms, all material Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, and except as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company All patents, patent applications, registered copyrights, trade names, trademarks and each trademark applications which are owned by Seller and related to the Acquired Assets (collectively, the "INTELLECTUAL PROPERTY") are listed on Schedule 4.5(a). To the knowledge of its Subsidiaries ownsSeller, possesses, Schedule 4.5(b) sets forth a good faith list or can acquire on reasonable termsdescription of the unregistered copyrights being transferred by Seller to Buyer hereunder. To the Actual Knowledge of Seller, all Intellectual Property (as defined below) necessary for of Seller's patents and registered trademarks have been duly registered in, filed in or issued by the conduct applicable patent office of their respective businesses as now conducted or as described each country identified in Schedule 4.5(a), and have been properly maintained and renewed in accordance with all applicable laws and regulations of each such country. To the Registration StatementActual Knowledge of Seller, the Pricing Prospectus and use of the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by Seller does not require the Company; (B) consent of any other Person. All of Seller's rights to and interest in the Intellectual Property are freely transferable and are owned exclusively by Seller free and clear of any Security Interests. Except as set forth on Schedule 4.5(c), to the knowledge Actual Knowledge of Seller, no other Person has an interest in or right or license to use, or right to acquire or the Companyright to license any other Person to use (whether contingent or otherwise), there is any Intellectual Property in the United States and Canada; no infringement, misappropriation claims or violation by third parties demands of any such Intellectual Property; (C) there is other Person pertaining thereto have been asserted against Seller in writing, and no proceedings have been instituted or are pending or, to the knowledge Actual Knowledge of the CompanySeller, threatened, actionwhich challenge Seller's rights in respect thereof; to the Actual Knowledge of Seller, suitnone of the Intellectual Property of Seller is being infringed by another Person, proceeding nor are any of them subject to any outstanding order, decree, ruling, charge, injunction, judgment or stipulation; and no claim by others challenging against Seller in writing has been made, or to the Company’s Actual Knowledge of Seller, is threatened, charging Seller with infringement of any adversely held patent, trademark or copyright or other intellectual property. To the Actual Knowledge of Seller, no current or former partner, director, officer, employee, consultant, independent contractor, stockholder or Affiliate of Seller (or any Subsidiary’s predecessor in interest) will, after giving effect to the transactions contemplated herein, own or retain any rights in or to any such of Seller's Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The (a) Schedule 2.13 of the Company Disclosure Schedule sets forth a complete and each accurate list as of the date of this Agreement of all material patents and patent applications; registered trademarks, service marks and trade names; registered domain names; and registered copyrights that are owned by the Company or any of the Company Subsidiaries and used by the Company or any of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, business of the Pricing Prospectus Company and the Prospectus to be conducted. Company Subsidiaries. (b) Except as set forth on Section 2.13 of the Company Disclosure Schedule: (i) except as would not result have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company, the Company and/or the Company Subsidiaries (A) there are no exclusively own the Company Intellectual Property, or (B) license, sublicense or otherwise possess legally enforceable rights of third parties to any such use all Company Intellectual Property owned that it does not so own, in the case of the foregoing clauses (A) and (B) above, free and clear of all Liens granted by the Company; , other than Permitted Liens, and as are reasonably necessary for their businesses as currently conducted; (Bii) to the knowledge of the Company, there is no infringementneither the operation of the business of the Company or any of the Company Subsidiaries, misappropriation nor any activity of the Company or violation by third parties any of the Company Subsidiaries conflicts with, infringes upon or misappropriates any Intellectual Property of any such Intellectual Property; third party; (Ciii) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding the Company Intellectual Property is not being infringed or claim misappropriated by others challenging any third party. (iv) the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, Company and the Company is unaware Subsidiaries have taken reasonable measures and efforts to protect and maintain the confidentiality of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property know-how, trade secrets, confidential information or proprietary information owned by the Company and each or any of the Company Subsidiaries; (v) the Company and the Company Subsidiaries are not a party to any claim, suit or other action, and to the knowledge of the Company, no claim, suit or other action is threatened against any of them, that challenges the validity, enforceability or ownership of, or the right to use, sell or license the Company Intellectual Property licensed and, no third party has alleged in writing during the two (2) year period prior to the Company, each date hereof that any of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge operation of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge operation of the Company, threatened action, suit, proceeding or claim by others that business of the Company or any of its the Company Subsidiaries, or any activity of the Company or any of the Company Subsidiaries infringesconflicts with, infringes upon or misappropriates or otherwise violates any Intellectual Property of any third party; (vi) except as would not have or other proprietary rights of othersreasonably be expected to have, and neither individually or in the aggregate, a Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledgeMaterial Adverse Effect, no current or former employee or consultant of the Company or any of its Subsidiaries is owns any material rights in or has ever been to any Intellectual Property created in violation the scope 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 or consultant’s engagement by, as applicable, with the Company or any of its Subsidiaries the Company Subsidiaries; (vii) except as would not have or actions undertaken reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the transactions contemplated by this Agreement will not adversely affect the employee while employed with Company’s or the Company Subsidiaries’ or the Surviving Corporation’s right, title and interest in and to the Company Intellectual Property; and (viii) all patents, patent applications and registrations for trademarks, service marks and copyrights which are held by the Company or any of its the Company Subsidiaries and which are material to the business of the Company and the Company Subsidiaries. “Intellectual Property” shall mean all patents, patent applicationstaken as a whole, trade as currently conducted, are subsisting, have been duly maintained (including the payment of maintenance fees), and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyhave not expired or been cancelled. (c) For purposes of this Agreement,

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiaries own, possessespossess, have a valid license to or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus Company SEC Documents to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each any of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each Company and any of the Subsidiariesits subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or nor any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean means all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. Section 2.7 of the Disclosure Schedule sets forth as of the date hereof, a true and complete list of the Company Intellectual Property. The Company and each of its Subsidiaries owns, possessesor has valid and enforceable licenses for, or can acquire on reasonable termsother enforceable rights to use, all the Company Intellectual Property (as defined below) necessary for that is used by or is material to the conduct of their respective businesses as now conducted Company, except where the failure to own, license or as described have such enforceable rights could not, individually or in the Registration Statementaggregate, the Pricing Prospectus and the Prospectus reasonably be expected to be conducted. Except as would not result in have a Material Adverse Effect. No Person has, (A) there are no to the Company's knowledge, rights to any Company Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Company Intellectual Property that is licensed to the Company and the license rights of any third parties to which any such of the Company Intellectual Property owned by is licensed. To the Company; (B) to the knowledge of the Company's knowledge, there is no infringement, misappropriation or violation infringement by third parties any Person of any such Company Intellectual Property; (C) there . There is no pending or, to the knowledge of the Company's knowledge, threatened, threatened action, suit, proceeding proceeding, claim or claim other action by others any Person challenging the Company’s or any Subsidiary’s 's rights in or to any Company Intellectual Property, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding, claim or other action. The Company believes that it has the right to use, free and clear of material claims or rights of other persons, all of its customer lists, designs, computer software, systems, data compilations, and other information that are required for its products or its business as presently conducted or proposed to be conducted. There is no pending or, to the Company's knowledge, threatened action, suit, proceeding, claim or other action by any Person challenging the validity, enforceability or scope of any Company Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiariesaction, and to the knowledge of the Companysuit, the Intellectual Property licensed to the Companyproceeding, each of the Subsidiaries, has not been adjudged invalid claim or unenforceable, in whole or in part, and there other action. There is no pending or, to the knowledge of the Company's knowledge, threatened action, suit, proceeding proceeding, claim or claim other action by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others Person that the Company or any of its Subsidiaries infringes, misappropriates directors or employees infringes or otherwise violates violates, any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applicationstrademarks, trade and service marks, trade and service mark registrations, trade namestradenames, copyrights, licenses, inventionssoftware, trade secretsslogans, domain names, technology, know-how names and other intellectual propertysimilar intangible assets (including any and all applications, registrations, extensions and renewals relating thereto), and all of the rights, benefits and privileges associated therewith, of others. The Company believes it has taken such reasonable steps as are required in accordance with sound business practice and business judgment to establish and preserve its ownership of all material Company Intellectual Property.

Intellectual Property. The Company Company, the Operating Partnership, and each of its the Subsidiaries ownsown, possessespossess, license or have other rights to use, use, or can acquire on reasonable termsall patents, all trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property (as defined belowProperty”) necessary for the conduct of their respective businesses business as now conducted and can independently develop or acquire any additional Intellectual Property necessary for the conduct of their business as described proposed in the Registration Statement, the Pricing Prospectus and the Prospectus Time of Sale Information to be conducted. Except as , except where the failure to own, possess, license or have other rights to use or acquire would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. Except as set forth in the Time of Sale Information, (Aa) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (b) to the knowledge of the Transaction Entities, there are is no rights of material infringement by third parties to of any such Intellectual Property owned by the Company, the Operating Partnership, or the Subsidiaries; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Cc) there is no pending or, to the knowledge of the CompanyTransaction Entities, threatened, threatened action, suit, proceeding or claim by others challenging either of the Company’s or any Subsidiary’s rights Transaction Entities in or to any such material Intellectual PropertyProperty owned by the Company, the Operating Partnership, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Dd) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the CompanyTransaction Entities, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual PropertyProperty owned by the Company, or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (Ee) there is no pending or, to the knowledge of the CompanyTransaction Entities, threatened action, suit, proceeding or claim by others that the Company or any business of its Subsidiaries infringesthe Company, misappropriates the Operating Partnership and the Subsidiaries, as now conducted infringes or otherwise violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor Transaction Entities are unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries ownsthe Subsidiary own, possessespossess, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses business as now conducted or as described in the Registration Statement, the Pricing Base Prospectus and the Prospectus Supplement to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse EffectChange. Except as set forth in the Registration Statement, the Base Prospectus and the Prospectus Supplement, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (Bi) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Change; (Cii) there is no pending or, to the knowledge of the Company, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any the Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) the Intellectual Property owned by the Company and each of the Subsidiaries, Subsidiary and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of Company and the Subsidiaries, has Subsidiary have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringesthe Subsidiary infringe, misappropriates misappropriate or otherwise violates violate any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries Subsidiary has received any written notice of such claim, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (Fv) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries the Subsidiary is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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 the Subsidiary or actions undertaken by the employee while employed with the Company or any of its Subsidiariesthe Subsidiary, except as such violation would not result in a Material Adverse Change. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, has a valid license to use, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described set forth in the Registration Statement, the Pricing Prospectus and the Prospectus to be conductedSchedule 2(k). Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any Company Intellectual Property , except as such Intellectual Propertyinfringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and, with respect to the conduct of the Company’s and its subsidiaries’ business as now conducted or as described in the SEC Filings to be conducted, except where such violation would not reasonably be expected to result in a Material Adverse Effect, the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company (a) Schedule 2.15(a) of the Disclosure Letter sets forth a true and each complete list of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all the following categories of Intellectual Property (as defined below) necessary that is registered, issued or subject to a pending application for the conduct of their respective businesses as now conducted registration or as described issuance in the Registration Statementname of any Transferred Company or that is otherwise owned by any Transferred Company: (i) Patents; (ii) Trademarks; (iii) Copyrights; and (iv) domain names, in each case listing, as applicable, (A) the Pricing Prospectus name of the current owner of record, (B) the jurisdiction where the application or registration is located, (C) the application or registration number and (D) the Prospectus to be conducted. current status thereof. (i) To the Knowledge of Parent, no Person is infringing, misappropriating or violating, nor during the two (2) years preceding the date of this Agreement have there been any infringements, misappropriations or violations, by any person of any Owned Intellectual Property, and (ii) no such action, suit or proceeding has been threatened in writing by Parent or its Affiliates (including the Transferred Companies) during such two (2) year period. (c) Except as would not result in reasonably be expected to as material to the Business taken as a Material Adverse Effectwhole, (A) there are no rights neither the Transferred Companies nor the conduct of third parties to the Business infringes, misappropriates or violates any such Intellectual Property of any other Person. Neither Parent nor any of the Transferred Companies has received any written notice from any other Person, and there is no Litigation pending (nor, to the Knowledge of Parent, threatened), alleging (i) that any Transferred Company or the conduct of the Business has infringed upon, misappropriated or violated the Intellectual Property of any other Person or (ii) the Owned Intellectual Property is invalid, unenforceable or not owned by the Company; Transferred Companies, in each case, which claim is still pending or otherwise unresolved. (Bd) to the knowledge Except as otherwise set forth in Section 4.6 or in Schedule 2.15(a) of the CompanyDisclosure Letter, there is no infringement, misappropriation or violation by third parties (i) the Transferred Companies are the sole and exclusive owners of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by scheduled in Schedule 2.15(a) of the Company Disclosure Letter and each other item of Owned Intellectual Property free and clear of any Encumbrances other than Permitted Encumbrances and (ii) the Subsidiaries, Owned Intellectual Property and to the knowledge of the Company, the Intellectual Property licensed to the CompanyTransferred Companies pursuant to the Business Agreements listed in Section 2.10(i)(i) constitute in all material respects the Intellectual Property required to conduct the Business in the manner in which it is conducted as of the date of this Agreement (other than licenses for “off the shelf” shrinkwrap, clickwrap or other similar commercially available non-custom Software on generally standard terms and conditions), and each of the Transferred Companies shall have all such rights in the foregoing immediately following the Closing. (e) Except as otherwise set forth in Schedule 2.15(a) of the Disclosure Letter, the Intellectual Property scheduled thereon is valid, subsisting and enforceable. To the Knowledge of Parent, each of the Subsidiaries, has not been adjudged invalid or unenforceable, Sellers and the Transferred Companies have complied with and are in whole or in part, and there is no pending or, compliance with all Legal Requirements (including payment of all applicable fees) with respect to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property. (f) Each of the Transferred Companies has taken reasonable measures to protect the secrecy, confidentiality and value of all Trade Secrets included in the Owned Intellectual Property, including establishing a policy that requires each employee and consultant of each Transferred Company is unaware and any other Person with access to such Owned Intellectual Property to agree to protect the security confidentiality and value of any facts which would form a reasonable basis for any such claim; (E) there is no pending orTrade Secrets, and, to the knowledge Knowledge of Parent, there has not been any unauthorized disclosure of any Trade Secrets included in the Owned Intellectual Property. (g) Each of the CompanyTransferred Companies has taken reasonable measures to ensure that all former and current employees, threatened actionconsultants and contractors of any Transferred Company who contribute or have contributed to the creation or development of any material Intellectual Property in the course of their employment or engagement or otherwise for or on behalf of the Transferred Companies execute written instruments with such Transferred Company that assign to such Transferred Company all rights, suittitle and interest in and to any such contributions or otherwise validly assign all such right, proceeding or claim by others title and interest to such Transferred Company that the Transferred Company does not already own by operation of law. (h) Parent and its Affiliates (other than the Transferred Companies) do not own, and do not have any license or any of its Subsidiaries infringesright to use, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of othersused in the Business, and neither do not have the Company nor any of Trade Secrets used in the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyBusiness.

Intellectual Property. The To the knowledge of the Company, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company and each of its Subsidiaries subsidiaries owns, possesses, has a valid license to or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property (it being acknowledged that the Company continually investigates potential third-party infringement of its Intellectual Property and that the Registration Statement, Time of Sale Disclosure Package and Prospectus disclose that the Company is involved in and is considering litigation against potential infringers of its Intellectual Property); (CB) except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not reasonably be expected to result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property. All patent applications owned by the Company and filed with the U.S. Patent and Trademark Office (the “PTO”) or any foreign or international patent authority that have resulted in patents or currently pending applications that describe inventions necessary to conduct the business of the Company in the manner described in the Time of Sale Disclosure Package (collectively, the “Company Patent Applications”) have been or were duly and properly filed. The Company, to its knowledge, has complied with its duty of candor and disclosure to the PTO for the Company Patent Applications. The Company is not aware of any facts required to be disclosed to the PTO that were not disclosed to the PTO and which would preclude the grant of a patent for the Company Patent Applications. The Company has no knowledge of any facts which would preclude it from having clear title to the Company Patent Applications that have been identified by the Company as being exclusively owned by the Company.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual PropertyProperty owned or possessed by the Company, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, has rights to all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would The Company has not result in a Material Adverse Effectreceived any notice of infringement or conflict with asserted Intellectual Property of others. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not reasonably be expected to result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and and, to the Company is unaware knowledge of any the Company, there are no facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceablility or scope of any such Intellectual Property, and and, to the Company is unaware knowledge of any the Company, there are no facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and, to the knowledge of the Company, there are no facts which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not reasonably be expected to result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The (a) Part 2.7(a) of the Disclosure Schedule identifies each item of Registered IP in which the Company has or purports to have an ownership interest of any nature (excluding ownership of any in-license to Registered IP). Each of the Registered IP identified in Part 2.7(a) of the Disclosure Schedule is subsisting, and each item of its Subsidiaries ownssuch Registered IP is, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge Knowledge of the Company, there is no infringementvalid and enforceable. (b) The Company has good, misappropriation valid, subsisting, unexpired and enforceable title (free and clear of all Encumbrances other than Permitted Encumbrances), or violation by third parties otherwise possesses adequate and exclusive rights to use, all of the Intellectual Property necessary to enable operation of, or used in, its business as now being conducted. (c) To the Company’s Knowledge, none of the operation of the business of the Company or the Company Products, has ever infringed, misappropriated, violated or conflicted with the Intellectual Property Rights of any such Intellectual Property; (C) there third party. To the Company’s Knowledge, no Person has infringed, misappropriated, or otherwise violated any Company IP. No action, claim or proceeding has been asserted or is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim (including by others challenging the validity or scope way of any such Intellectual Property, cease and desist demands or unsolicited offers of license) against the Company or by the Company related to any Company IP. (d) Part 2.7(d) of the Disclosure Schedule identifies a true and correct list of each Company IP Contract pursuant to which any Intellectual Property Right or Intellectual Property is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending oror has been licensed, sold, assigned or otherwise conveyed to or provided to the knowledge Company (other than non-exclusive licenses to third-party software that is not incorporated into, or used in the development, manufacturing, testing, distribution, maintenance or support of, any Company Product and that is not otherwise material to the business of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any ). Except as set forth in Part 2.7(d) of the Subsidiaries has received any written notice of such claim; Disclosure Schedule and (F) except for non-exclusive licenses to the Company’s knowledgeProducts that are granted pursuant to standard Company IP Contracts (the forms of which have been provided to Parent), no employee Person has any license or other right, including any right to obtain a license or obtain a copy of the source code to any Company Product, with respect to the Company IP. The Company (i) has never been a member or promoter of, or a contributor to, any industry standards body or similar organization, and (ii) no Company Product has been developed using Open Source Code, in either case, that imposes or could impose any material limitation, restriction, or condition on the right or ability of the Company to use or distribute any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyProduct.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined belowa) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result not, individually or in the aggregate, have a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of Effect on the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (Ci) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the SubsidiariesSubsidiaries owns, has the right to acquire or is licensed or otherwise has the right to use and to the knowledge has maintained in good standing (in each case, clear of the Companyany Liens of any kind other than Permitted Encumbrances), the all Intellectual Property licensed to used in or necessary for the Company, each conduct of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is its business as currently conducted; (ii) no claims are pending or, to the knowledge of the Company, threatened action, suit, proceeding that the Company or claim by others challenging any of the validity Subsidiaries is infringing on or scope otherwise violating the rights of any such person with regard to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates no person is infringing on or otherwise violates violating any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee right of the Company or any of its the Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company or the Subsidiaries; (iv) to the knowledge of the Company, no other firm, corporation, association or person claims the right to use in connection with similar or closely related goods and in the same geographic area, any mxxx which is in identical or confusingly similar to any of the Intellectual Property; (v) the Company has ever been in violation no knowledge of any term claim that any third party asserts ownership rights in any of the Intellectual Property; (vi) the Company has no knowledge of any employment contractclaim or knowledge of any facts that would give the Company any reason to reasonably believe that the Company’s or the Subsidiaries’ use of any Intellectual Property infringes any right of any third party or would result in the breach of any contract or other obligation to which the Company or any Subsidiary is a party; (vii) the Company has no knowledge and there are no facts known to the Company that would give the Company any reasonable basis to believe that any third party is infringing on any of the Company’s or the Subsidiaries’ rights in any of the Intellectual Property; (viii) the Company has no knowledge and there are no facts known to the Company that would give the Company any reasonable basis to believe that any of its actions or the actions of the Subsidiaries has infringed or is infringing on any third party’s Intellectual Property rights; (ix) to the knowledge of the Company, patent disclosure agreementthere are no undisclosed government restrictions, invention assignment agreement, domestic or non-competition agreementU.S., non-solicitation agreementwhich specifically limit the manner in which any of the Intellectual Property may be used or licensed; (x) to the knowledge of the Company, nondisclosure agreement none of the Company, the Subsidiaries or any restrictive covenant to of their respective officers or with a former employer where the basis directors has disclosed any confidential information of such violation relates to such employee’s employment with the Company or any of its the Subsidiaries which would constitute trade secrets, except in the ordinary course of business of the Company and the Subsidiaries or actions undertaken by with the employee while employed with authority of the Company or the Subsidiaries; and (xi) to the knowledge of the Company, none of the Company, the Subsidiaries or any of its Subsidiaries. their respective officers or directors has used any confidential information or trade secrets of any Third Party in any manner or any purpose not permitted by that Third Party. (b) For purposes of this Agreement, “Intellectual Property” shall mean all inventions, whether patentable or not and whether patented or unpatented, patents, patent applicationscopyrights, trade and trademarks (registered or unregistered), service marks, brand names, trade and service mark registrationsdress, trade names, copyrightscomputer software programs and applications (including imbedded software), licensesand registrations in any jurisdiction of, inventionsand applications in any jurisdiction to register, the foregoing; trade secretssecrets and rights in any jurisdiction to limit the use or disclosure thereof by any person; all technical advances and other improvements made by or used in the operation or business of the Company; and, domain nameswith respect to products under development and all intermediates useful in the manufacture of those products, technology, all unpatented know-how how, formulae, formulations, test procedures and other intellectual propertyprotocols, processes, test results and data, and clinical data.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus Supplement to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, except as described in the Registration Statement, the Prospectus and the Prospectus Supplement, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge Knowledge (as defined herein) of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge Knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge Knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge Knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and trademarks, trademark registrations, service marks, trade and service mark xxxx registrations, trade names, copyrights, copyright registrations, licenses, inventions, trade secrets, Internet domain names, Internet domain name registrations, technology, registrations, trade secret rights, know-how and other intellectual property.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or nor any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. (i) The Company has made available to Parent true and correct copies of all license agreements relating to Intellectual Property to which the Company or any of its subsidiaries is a party. (ii) Except to the extent that any of the following (or the circumstances giving rise to such inaccuracy) would not have a material adverse effect on the Company: (A) the Company and each of its Subsidiaries subsidiaries owns, possessesor is licensed or otherwise has the right to use (in each case, or can acquire on reasonable termsfree and clear of any Liens), all Intellectual Property (as defined below) used in or necessary for the conduct of their respective businesses its business as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be currently conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; ; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending orsuit, to the knowledge of the Company, threatenedclaim, action, suit, investigation or proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding that the Company or claim by others challenging any of its subsidiaries is infringing on or otherwise violating the validity or scope rights of any such person with regard to any Intellectual PropertyProperty owned by, and licensed to and/or otherwise used by the Company is unaware of any facts which would form a reasonable basis for any such claim; or its subsidiaries; (EC) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates no person is infringing on or otherwise violates violating any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee right of the Company or any of its Subsidiaries is in subsidiaries with respect to any Intellectual Property owned by, licensed to and/or otherwise used by the Company or has ever been in violation its subsidiaries; (D) to the knowledge of any term the Company, none of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement the former or any restrictive covenant to current members of management or with a former employer where the basis key personnel of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries, including all former and current employees, agents, consultants and contractors who have contributed to or actions undertaken by participated in the employee while employed with conception and development of computer software or other Intellectual Property of the Company or any of its Subsidiaries. “subsidiaries, have any valid claim against the Company or any of its subsidiaries in connection with the involvement of such persons in the conception and development of any computer software or other Intellectual Property” shall mean all patentsProperty of the Company or any of its subsidiaries, patent applicationsand no such claim has been asserted or threatened; (E) the execution and delivery of this Agreement do not, trade and service marksthe consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, trade conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right, license or encumbrance relating to, Intellectual Property owned by the Company or with respect to which the Company now has or has had any agreement with any third party, or any right of termination, cancelation or acceleration of any material Intellectual Property right or obligation set forth in any agreement to which the Company is a party, or the loss or encumbrance of any Intellectual Property or material benefit related thereto, or result in the creation of any Lien in or upon any Intellectual Property or right, other than under certain contracts and service mark registrationsagreements, trade namesthe material ones of which are set forth on Section 3.01(p) of the Company Disclosure Schedule, copyrightsthat (1) provide for their termination upon a change of control of the Company or (2) contain provisions restricting their assignment; (F) except in the ordinary course of business consistent with past practice, licensesno licenses or rights have been granted to distribute the source code of, inventionsor to use the source code to create Derivative Works (as hereinafter defined) of, trade secretsany product currently marketed by, domain namescommercially available from or under development by the Company or any of its subsidiaries for which the Company possesses the source code; and (G) the Company and each of its subsidiaries has taken reasonable and necessary steps to protect their Intellectual Property and their rights thereunder, technology, know-how and other intellectual propertyto the knowledge of the Company no such rights to Intellectual Property have been lost or are in jeopardy of being lost through failure to act by the Company or any of its subsidiaries.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) and similar rights necessary or required for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as described in the SEC Reports, the Registration Statement and the Prospectus Supplement to be conducted, except where the failure to do so would have a Material Adverse Effect. Furthermore, except as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectSupplement, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the CompanyCompany after reasonable investigation (“Knowledge”), there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) except as described on Schedule 3.1(r), there is no pending or, to the knowledge Knowledge of the Company, threatened, actionAction, suit, proceeding Proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any objective facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge Knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge Knowledge of the Company, threatened actionAction, suit, proceeding Proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge Knowledge of the Company, threatened actionAction, suit, proceeding Proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of such claim; and (FE) to the Company’s knowledgeKnowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all intellectual property and industrial property rights of any kind or nature throughout the world, including all U.S. and foreign patents, patent applications, trade and trademarks, trademark registrations, service marks, trade and service mark registrations, trade names, copyrights, copyright registrations, licenses, inventions, trade secrets, Internet domain names, Internet domain name registrations, technology, registrations, trade secret rights, know-how and other intellectual property, together with the goodwill symbolized by any of the foregoing, and all applications and registrations for any of the foregoing.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except , except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiaries, its subsidiaries and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries, and such violation would result in a Material Adverse Effect. As used herein, “Intellectual Property” shall mean means all patents, patent applications, trade and service marks, trade and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The (a) Section 3.17 of the Company Disclosure Letter sets forth a list of all Owned Intellectual Property that is registered or subject to an application for registration. (b) To the Knowledge of the Company and each except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect (i) either the Company or one of its Subsidiaries owns, possessesowns all Owned Intellectual Property and (ii) the Owned Intellectual Property is not subject to any material outstanding Order or Contract adversely affecting the Company’s or its Subsidiaries’ use of, or can acquire on reasonable termstheir rights to, all such Owned Intellectual Property Property. (as defined belowc) necessary for To the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge Knowledge of the Company, there (i) neither the Company nor any of its Subsidiaries is no infringementinfringing, misappropriation misappropriating or violation by third parties otherwise violating the Intellectual Property rights of any such Intellectual Property; third party, (Cii) there is no pending orlitigation, to the knowledge of the Companyopposition, threatenedcancellation, actionproceeding, suit, proceeding objection or claim by others challenging the Company’s pending, asserted or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that against the Company or any of its Subsidiaries infringesconcerning the ownership, misappropriates validity, registrability, enforceability, infringement or otherwise violates use of any Owned Intellectual Property Property, (iii) there are no pending or other proprietary rights of others, and neither threatened Actions or claims that the Company nor any operation of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee business of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries activities are infringing, misappropriating, or actions undertaken by otherwise violating the employee while employed with Intellectual Property rights of any third party, and (iv) no Person is infringing, misappropriating or otherwise violating any Owned Intellectual Property right of the Company or any of its Subsidiaries. (d) To the Knowledge of the Company, the information technology systems of the Company and its Subsidiaries are adequate for the Company’s business as currently conducted. “Intellectual Property” shall mean all patentsTo the Knowledge of the Company and except as would not, patent applicationsindividually or in the aggregate, trade reasonably be likely to have a Material Adverse Effect, the information technology systems of the Company and service marksits Subsidiaries have not suffered any unauthorized breaches, trade intrusions, or material failures within the past twelve (12) months. (e) This Section 3.17 constitutes the exclusive representations and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertywarranties of the Company with respect to the subject matters set forth in this Section 3.17.

Intellectual Property. The Company and each of its Subsidiaries subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses the Company’s and it subsidiaries’ business as now conducted or as proposed to be conducted, as described in the Registration Statement, the Pricing Prospectus Statement and the Prospectus to be conducted. Except conducted except as such failure to own, possess, or acquire such rights would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. Furthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (DC) the Intellectual Property owned by the Company and each of the Subsidiariesits subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the SubsidiariesCompany and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor or any of the Subsidiaries its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or nor any of its Subsidiaries subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiariessubsidiaries; (F) there is no prior art or public or commercial activity of which the Company is aware that may render any patent included in the Intellectual Property invalid or that would preclude the issuance of any patent on any patent application included in the Intellectual Property, which has not been disclosed to the U.S. Patent and Trademark Office or the relevant foreign patent authority, as the case may be; (G) to the Company’s knowledge, the issued patents included in the Intellectual Property are valid and enforceable and the Company is unaware of any facts that would preclude the issuance of a valid and enforceable patent on any pending patent application included in the Intellectual Property; (H) the Company has taken reasonable steps necessary to secure the interests of the Company in the Intellectual Property purported to be owned by the Company from all employees, consultants, agents or contractors that developed (in whole or in part) such Intellectual Property; (I) no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to be owned by the Company that would confer upon any governmental agency or body, university, college, other educational institution or research center any claim or right in or to any such Intellectual Property; and (J) to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of the rights of any entity. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyproperty in the United States and foreign jurisdictions.

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, possesses or can acquire on reasonable terms, all such trademarks, trade names, patent rights, copyrights, domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (Rights”) as defined below) are necessary for to the conduct of their respective businesses as the business now conducted or by it as described in the Registration StatementGeneral Disclosure Package, except where such failure to own, possess or acquire such Intellectual Property Rights would not, individually or in the Pricing Prospectus and the Prospectus aggregate, reasonably be expected to be conducted. Except as would not result in have a Material Adverse Effect. Except as disclosed in the General Disclosure Package, (Ai) there are no rights of third parties to any such of the Intellectual Property Rights owned or licensed by the Company; (Bii) to the knowledge of the Company, there is no infringement, misappropriation misappropriation, breach, default or violation other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, (A) by the Company of the Intellectual Property Rights of others or (B) by third parties of any such of the Intellectual PropertyProperty Rights of the Company; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, threatened, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to to, or the violation of any such of the terms of, any of their Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, others and neither the Company nor is unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (Fvi) none of the Intellectual Property Rights used by the Company has been obtained or is being used by it in violation of any contractual obligations binding on the Company in violation of any contractual rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company’s knowledge, no employee of individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All licenses to which the Company or any of its Subsidiaries is a party relating to the Intellectual Property Rights are in or has ever been full force and effect and the Company is not in violation of any term of any employment contractsuch license, patent disclosure agreementexcept as would not, invention assignment agreementindividually or in the aggregate, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant reasonably be expected to or with have a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyMaterial Adverse Effect.

Intellectual Property. The Except as set forth on Schedule 4.10: (a) the Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, holds all Intellectual Property (as defined below) necessary Property, free and clear of all Encumbrances, restrictions on use or transfer, whether or not recorded and has sole title to and ownership of or has the full, exclusive right to use, for the conduct life of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, proprietary right: (Ai) there are no rights of third parties to any such all Listed Intellectual Property owned by the Company; and (Bii) to the knowledge knowledge, after due inquiry, of the Semlers, the Shareholders and the Company, there is no infringement, misappropriation or violation by third parties of any such all other Intellectual Property; (Cb) there is no pending orthe use of the Listed Intellectual Property by the Company does not violate or infringe on the rights of any other Person, (c) the use of the Other Intellectual Property by the Company does not, to the knowledge of the Semlers, the Shareholders or the Company, threatenedviolate or infringe on the rights of any other Person; (d) none of the Semlers, any Shareholder nor the Company has received any notice of any conflict between the asserted rights of others and the Company with respect to any Intellectual Property; (e) all filings and other actions necessary to acquire, maintain, register, renew and perfect the rights of the Company to all Intellectual Property used by the Company in its business or in which it has an interest have been duly made in all jurisdictions where such rights are used by it; (f) the Company is in compliance with all terms and conditions of the agreements relating to any item listed on Schedule 4.1(b); (g) the Company is not and has not been a defendant in any action, suit, investigation or proceeding relating to infringement or misappropriation by the Company of any Intellectual Property; (h) the Company has not been notified of any alleged claim of infringement or misappropriation by others challenging the Company of any Intellectual Property; (i) none of the Semlers, any Shareholder nor the Company has knowledge of any claim of infringement or misappropriation by the Company of any Intellectual Property; (j) to the knowledge (after due inquiry) of the Semlers, the Shareholders or the Company’s , none of the Products the Company makes, has made, uses, or sells, infringes or misappropriates any Subsidiary’s Intellectual Property right of any third party; (k) none of the trademarks and service marks the Company uses infringes the trademark or service xxxx rights in or of any third party; (l) the Company has not entered into any agreement to indemnify any such other person against any charge of infringement of any Intellectual PropertyProperty and (m) none of the material processes and formulae, research and development results and other know-how relating to the Company's business, the value of which to the Company is unaware contingent upon maintenance of the confidentiality thereof, has been disclosed to any Person other than Persons bound by written confidentiality agreements listed on Schedule 4.10. The Company has not received any response, whether verbal, written or otherwise, from or on behalf of any facts which would form Person sent a reasonable basis for letter announcing the Company's acquisition of U.S. Patent Number 4,803,625, the Company is not aware of any action pending or threatened against the Company by any such claim; (D) Person with respect to the Intellectual Property owned subject matter of such letters and the March 1, 1996 letter from the Company addressed to CDS - Pace Link furnished by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed Purchaser is identical in all material respects to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice all of such claim; letters. The Company has entered into a license agreement with Ralin Medical, Inc., a true, correct and complete executed copy of which is attached as Exhibit E (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property"Ralin License Agreement").

Intellectual Property. The Except as would not reasonably be expected to result in a Material Adverse Event, the Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) reasonably necessary for the conduct of their respective businesses the Company’s business as now conducted or as described in the Registration Statement, the Pricing Prospectus Time of Sale Disclosure Package and the Prospectus to be conducted. Except as would not result in a Material Adverse EffectFurthermore, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (CB) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which except as such action, suit, proceeding or claim would form not result in a reasonable basis for any such claimMaterial Adverse Effect; (DC) the Intellectual Property owned by the Company and each of the SubsidiariesCompany, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which except as such action, suit, proceeding or claim would form not result in a reasonable basis for any such claimMaterial Adverse Effect; (ED) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim, except as such action, suit, proceeding or claim would not result in a Material Adverse Effect; and (FE) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company, except as such violation would not result in a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (A) the Company has disclosed to the U.S. Patent and Trademark Office all material information of which it is aware that is relevant to the patentability of its inventions to the extent required by 37 C.F.R. Section 1.56, and (B) the Company has not made any misrepresentation or concealed any information from the USPTO in any of its Subsidiariesthe patents or patent applications owned or licensed to the Company, or in connection with the prosecution thereof, in violation of 37 C.F.R. Section 1.56. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Intellectual Property. The Company owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, inventions, trade secrets and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all similar rights (“Intellectual Property (as defined belowRights”) necessary for the conduct of their respective businesses the business of the Company as now conducted or currently carried on and as described in the Registration StatementStatement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the Pricing Prospectus knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conductedany infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not result reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Change (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property Rights owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and ; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity rights of the Company in or scope of to any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (EC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has not received any written notice of such claimclaim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; and (FE) except as disclosed in the Registration Statement and the Prospectus, to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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 Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its Subsidiaries. “Intellectual Property” shall mean all patentsofficers, patent applicationsdirectors or employees, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyor otherwise in violation of the rights of any persons.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiaries own, possesses, possess or can acquire on reasonable termsterms sufficient trademarks, all trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property (as defined belowRights”) necessary for or material to the conduct of their respective businesses as the business now conducted or as described proposed in the Registration StatementGeneral Disclosure Package to be conducted by them, the Pricing Prospectus and the Prospectus to be conducted. Except as expected expiration of any such Intellectual Property Rights would not result not, individually or in the aggregate, have a Material Adverse Effect, . Except as disclosed in the General Disclosure Package (Ai) there are no rights of third parties to any such of the Intellectual Property Rights owned by the CompanyCompany or its subsidiaries; (Bii) to there is no material infringement, misappropriation breach, default or other violation, or the knowledge occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, there is no infringement, misappropriation its subsidiaries or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by Rights of the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and its subsidiaries; (iii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity Company’s or scope any subsidiary’s rights in or to, or the violation of any such of the terms of, any of their Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, others and neither the Company nor is unaware of any of the Subsidiaries has received other fact which would form a reasonable basis for any written notice of such claim; and (Fvi) to none of the Company’s knowledge, no employee Intellectual Property Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries is in or has ever been subsidiaries in violation of any term the rights of any employment contractpersons, patent disclosure agreementexcept in each case covered by clauses (i) — (vi) such as would not, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant if determined adversely 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 subsidiaries, individually or actions undertaken by in the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patentsaggregate, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual propertyhave a Material Adverse Effect.