Common use of Possession of Intellectual Property Clause in Contracts

Possession of Intellectual Property. The Company, the Operating Partnership and the Subsidiaries own, possess, license or have other rights to use, on reasonable terms, 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 (collectively, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership and the Subsidiaries own, possess, license or have other rights to use, on reasonable terms, 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 (collectively, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth described in the Registration Statement and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (Aboth registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”). Except as described in the Registration Statement and the Prospectus, and except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no third parties who have or, to the knowledge of the CompanyCompany and the Operating Partnership, there are no material will be able to establish rights of third parties to any such Intellectual Property, (B) except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the knowledge Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company on a non-exclusive basis; (ii) none of the Company, there is no material the Operating Partnership or 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 CompanyCompany and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the rights of the Company Company’s and the Operating Partnership Partnership’s rights in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim, ; (Div) there is no pending or, to the knowledge of the CompanyCompany and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any facts which would could form a reasonable basis for any such claim and claim; (Ev) there is no pending or, to the knowledge of the CompanyCompany and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact facts which would 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 Company or the Operating Partnership; 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 not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, license its subsidiaries own and possess or have other rights valid and enforceable licenses to use, on reasonable terms, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade and service xxxx registrations, trade names, copyrightsservice names, licensessoftware, inventionsinternet addresses, trade secrets, technology, know-how domain names and other intellectual property (collectively, the “Intellectual Property”) reasonably that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary for the conduct of the business of the Company and the Operating Partnership their respective businesses as now conducted or currently conducted, as proposed to be conducted and as described in the Registration Statement and Statement, the Prospectus to be conducted. Except as set forth in the Registration Statement General Disclosure Package and the Prospectus, except where the failure to own, possess or license such rights would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein and which infringements or conflicts (Aif the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy would, individually or in the aggregate, result in a Material Adverse Effect. Without limitation to the knowledge of foregoing, except as would not, individually or in the Companyaggregate, result in a Material Adverse Effect, (i) there are no material third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of third parties to any such the owners of the Intellectual PropertyProperty which the Registration Statement, (B) the General Disclosure Package and the Prospectus disclose is licensed to the knowledge Company or any of the Company, there is no material infringement by third parties of any such Intellectual Property, its subsidiaries; (Cii) 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, or asserting that would resultthe Company or any subsidiary infringes or otherwise violates, individually or would, upon the commercialization of any product or service described in the aggregateRegistration Statement, in a Material Adverse Effectthe General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company and the Operating Partnership are is unaware of any facts which would could form a reasonable basis for any such claim and (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that claim; (iii) the Company and its subsidiaries have complied with the Operating Partnership infringe terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effectsubsidiary, and all such agreements are in full force and effect; and (iv) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Company and or any of its subsidiaries or that challenges the Operating Partnership are unaware validity, enforceability or scope of any other fact which would form a reasonable basis for any such claimIntellectual Property.

Possession of Intellectual Property. The Company, the Operating Partnership Transaction Entities and the Subsidiaries own, possess, license or have other rights to use, on reasonable terms, 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 (collectively, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership Transaction Entities as now conducted or as proposed in the Registration Statement Disclosure Package and the Prospectus to be conducted. Except as set forth in the Registration Statement Disclosure Package and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 rights of the Company and the Operating Partnership Transaction Entities in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership Transaction Entities are unaware of any facts which would form a reasonable basis for any such claim, (D) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership Transaction Entities are unaware of any facts which would form a reasonable basis for any such claim and (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership Transaction Entities infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package to be conducted by them, 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 set forth disclosed in the Registration Statement General Disclosure Package and the Prospectus, Final Prospectus (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, Intellectual Property Rights owned by the Company or its subsidiaries; (ii) there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any such of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) there is no pending or, or to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and (Ewith the exception of ordinary course office actions in connection with applications for the registration or issuance of such Intellectual Property Rights); (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened in writing action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the 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, any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, own or possess, license or have other rights to use, can acquire on reasonable terms, all adequate patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrightsrights, licenses, inventions, trade secrets, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of to carry on the business of the Company and the Operating Partnership as now conducted operated by them or as proposed in the Registration Statement General Disclosure Package and the Prospectus to be conducted. Except as set forth in the Registration Statement General Disclosure Package and the Prospectus, (Aa) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company; (b) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property, Property owned by or exclusively licensed to the Company; (Cc) 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 rights of the Company and the Operating Partnership in or to any such material Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which that would form a reasonable basis for any such claim, ; (Dd) 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, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which that would form a reasonable basis for any such claim claim; 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 and the Operating Partnership infringe Company’s business as now conducted infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any other fact which that would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership and the Subsidiaries own, possess, license or have other rights to use, on reasonable terms, 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 (collectively, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement Disclosure Package and the Prospectus to be conducted. Except as set forth in the Registration Statement Disclosure Package and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the its Subsidiaries own, possess, license possess or have other can acquire on reasonable terms sufficient rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationstrademarks, trade names, patent rights, copyrights, licenses, inventionsdomain names, trade secrets, technology, know-how how, rights in confidential information and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or proposed to be conducted by them as proposed described in the Registration Statement General Disclosure Package or the Final 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 set forth disclosed in the Registration Statement and General Disclosure Package or the Prospectus, Final Prospectus (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement infringement, misappropriation or other violation of a third party’s Intellectual Property Rights by third parties of any such Intellectual Property, the Company or its Subsidiaries; (Cii) 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, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Diii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope enforceability of any such Intellectual Property, that would result, individually or in Property Rights owned by the aggregate, in a Material Adverse EffectCompany, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and action, suit, proceeding or claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any Subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (v) none of the 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 in violation of the rights of any person, except in each case covered by clauses (i) through (v), except as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, (i) the Operating Partnership Company and the Subsidiaries its consolidated subsidiaries own, possess, license or have other rights obtained valid and enforceable licenses to use, on reasonable terms, all patentsuse the inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service xxxx registrationsunregistered), trade names, service marks, copyrights, licensestrade secrets, inventions, trade secretsdomain names, technology, know-how and other intellectual property proprietary information (collectively, the “Intellectual Property”) reasonably described in the Registration Statement, the General Disclosure Package or the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses, except where the business failure to own, license or have such rights would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (ii) there is no infringement by third parties of any Intellectual Property owned by the Company and its consolidated subsidiaries, except for any such infringement that would not reasonably be expected, individually or in the Operating Partnership aggregate, to have a Material Adverse Effect; (iii) except as now conducted or as proposed disclosed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the ProspectusGeneral Disclosure Package, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual Property, (C) there is no pending or, to the knowledge of the Company's knowledge, threatened action, suit, proceeding or claim by others against the Company or its consolidated subsidiaries challenging the Company’s or its subsidiaries' rights of the Company and the Operating Partnership in or to any such Intellectual Property, that and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, except as would resultnot reasonably be expected, individually or in the aggregate, in to have a Material Adverse Effect, ; (iv) except as disclosed in the Registration Statement and the Company and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claimGeneral Disclosure Package, (D) 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, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company's knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any subsidiary infringes or otherwise violate violates any valid patent, trademark, trade name, service xxxx, copyright, trade secret or other proprietary rights of others, that and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, except as would resultnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (v) the Company and its consolidated subsidiaries have complied with the material terms of any agreement pursuant to which Intellectual Property has been licensed to the Company or any consolidated subsidiary, and all such agreements are in full force and effect, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (vi) except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and there are no trademarks held by third parties that interfere with, dilute or adversely affect the Company and the Operating Partnership are unaware validity, enforceability or scope of any other fact which would form a reasonable basis for any such claimof the Intellectual Property.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the its Subsidiaries and Affiliated Entities own, possess, license or have other rights been authorized to use, or can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventions, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company as now conducted, and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement by third parties expected expiration of any such Intellectual PropertyProperty Rights would not, (C) there is no pending orindividually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, to the knowledge of the Company, (i) there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its subsidiaries or Affiliated Entities or third parties of any of the Intellectual Property Rights of the Company or its Subsidiaries or Affiliated Entities; (ii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the subsidiaries’ or Affiliated Entities’ rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; and (Diii) 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, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any of its subsidiaries infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim, except in each case covered by clauses (i) to (iii) such as would not, if determined adversely to the Company or its subsidiaries or Affiliated Entities, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package to be conducted by them, and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement by third parties expected expiration of any such Intellectual PropertyProperty Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package (Ci) to the Company’s knowledge, neither the Company nor any of its subsidiaries is infringing the Intellectual Property Rights of any third parties; (ii) to the Company’s knowledge, no third party is infringing the Intellectual Property Rights of the Company or any of its subsidiaries; (iii) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights of the Company and the Operating Partnership in or to to, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim claim; and (Ev) there is no pending or, to the knowledge none of the Company, threatened action, suit, proceeding or claim Intellectual Property Rights used by others that the Company and or its subsidiaries in their businesses as currently conducted or proposed to be conducted in the Operating Partnership infringe General Disclosure Package has been obtained or otherwise violate is being used by the Company or its subsidiaries in violation of any patentcontractual obligation binding on the Company or any of its subsidiaries, trademark, copyright, trade secret or other proprietary rights of others, that except in each case covered by clauses (i) – (v) such as would resultnot, individually or in the aggregate, in have a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package to be conducted by them, and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement by third parties expected expiration of any such Intellectual PropertyProperty Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package (Ci) to the Company’s knowledge, neither the Company nor any of its subsidiaries is infringing the Intellectual Property Rights of any third parties; (ii) to the Company’s knowledge, no third party is infringing the Intellectual Property Rights of the Company or any of its subsidiaries; (iii) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights of the Company and the Operating Partnership in or to to, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim claim; and (Ev) there is no pending or, to the knowledge none of the Company, threatened action, suit, proceeding or claim Intellectual Property Rights used by others that the Company and or its subsidiaries in their businesses as currently conducted or proposed to be conducted in the Operating Partnership infringe General Disclosure Package has been obtained or otherwise violate is being used by the Company or its subsidiaries in violation of any patentcontractual obligation binding on the Company or any of its subsidiaries, trademark, copyright, trade secret or other proprietary rights of others, that except in each case covered by clauses (i) — (v) such as would resultnot, individually or in the aggregate, in have a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package to be conducted by them, 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 set forth disclosed in the Registration Statement and the ProspectusGeneral Disclosure Package, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, Intellectual Property Rights owned by the Company or its subsidiaries; (ii) there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any such of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) 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 rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) 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, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the 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, except in each case covered by clauses (i) — (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The CompanyExcept as would not reasonably be expected to have a Material Adverse Effect, (A) the Operating Partnership Company owns all right, title and interest in or otherwise has the Subsidiaries own, possess, license or have other rights right to use, on reasonable terms, use all patents, patent applicationsinventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade and service xxxx registrations, trade names, copyrightsincluding applications for any of the foregoing, licenses, inventions, trade secrets, technology, know-how and other intellectual property rights (collectively, the “Intellectual Property”) reasonably that is necessary for, used or held for use in, or otherwise exploited in connection with, the conduct of the business of now operated by them (“Company Intellectual Property”), and (B) to the Company’s knowledge, the Company and is not infringing, misappropriating, diluting or otherwise violating the Operating Partnership Intellectual Property of any third party. Except as now conducted or as proposed disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus or as would not reasonably be expected to be conducted. Except as set forth in the Registration Statement and the Prospectushave a Material Adverse Effect, (A) no action, suit, claim, or other proceeding is pending, or to the knowledge Company’s knowledge, is threatened, alleging that the Company is infringing, misappropriating, diluting, or otherwise violating the Intellectual Property of the Company, there are no material rights of any third parties to party in any such Intellectual Propertyrespect, (B) to the knowledge of Company’s knowledge, no third party is infringing, misappropriating, diluting, or otherwise violating the Company, there is no material infringement by third parties of Company Intellectual Property in any such Intellectual Propertyrespect, (C) there is no pending or, to the knowledge of the Company, threatened action, suit, claim, or other proceeding is pending, or claim by others to the Company’s knowledge, threatened, challenging the rights validity, enforceability, scope, registration, ownership or use of any Company Intellectual Property that is necessary to its business (with the Company and exception of office actions in connection with applications for the Operating Partnership in registration or to any issuance of such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claim), (D) there is no pending or, to the knowledge Company’s knowledge, the Company is in compliance with the U.S. Patent and Trademark Office’s duty of candor and disclosure for patent applications within the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property, that would result, individually or Property filed in the aggregateUnited States and have made no material misrepresentation in connection with such patent applications, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company has taken reasonable measures to protect, maintain and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and safeguard the Company Intellectual Property, including the execution of appropriate nondisclosure and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claimconfidentiality agreements.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, its subsidiaries own or license or have other rights to use, on reasonable termsmake, sell, and otherwise exploit, all Intellectual Property (as defined below) necessary for the conduct of the Company’s business as now conducted except as such failure to own or license such rights would not have a Material Adverse Effect. Except as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which is incorporated by reference into the Registration Statement, the Preliminary Prospectus, and the Prospectus under the caption “Item 1. Description of Business”, (i) to the knowledge of the Company, there is no infringement, misappropriation or violation by other parties of any Intellectual Property described in the preceding sentence, except as such infringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect; (ii) there is no pending, or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others to which the Company or any of its Subsidiaries is a party, or to the knowledge of the Company, otherwise challenging the Company’s or its Subsidiaries’ rights in or to, or exploitation of, any such Intellectual Property, and the Company has no knowledge of any facts which would form a reasonable basis for any such claim; (iii) except with respect to certain trademarks of the Company which are being opposed, such Intellectual Property owned by the Company and to the knowledge of the Company, such Intellectual Property licensed to the Company 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 or claim by others challenging the validity or scope of any such Intellectual Property, and the Company has no knowledge of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company has no knowledge of any other fact which would form a reasonable basis for any such claim; and (v) to the Company’s knowledge, no employee or independent contractor of the Company is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer or independent contractor where the basis of such violation relates to such employee’s employment or independent contractor’s engagement with the Company or actions undertaken while employed or engaged with the Company, except as such violation would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent rights, 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 (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted systems or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectusprocedures owned, (A) to the knowledge of licensed or used by the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership OP and the Subsidiaries own, possess, license or have other rights to use, on reasonable terms, 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 (collectively, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership OP as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (Bii) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual Property, (Ciii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company and the Operating Partnership OP in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership OP are unaware of any facts which would form a reasonable basis for any such claim, (Div) 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, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership OP are unaware of any facts which would form a reasonable basis for any such claim and (Ev) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership OP infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership OP are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership and the Subsidiaries own, possess, license Company owns or have possesses all licenses or other rights to use, on reasonable terms, use all patents, patent applications, trade and trademarks, trademark registrations, service marks, trade and service xxxx mxxx registrations, trade names, copyrights, software and design licenses, inventions, trade secrets, technologymanufacturing processes, know-how other intangible property rights and other intellectual property (collectively, the “Intellectual Property”) reasonably similar rights necessary for the conduct of its business as currently carried on and described in the business of Pricing Disclosure Package, the Company Prospectus and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted(collectively, “Intellectual Property”). Except as set forth would not reasonably be expected to result, individually or in the Registration Statement and the Prospectusaggregate, in a Material Adverse Effect (A) to the knowledge Company has not received written notice of any infringement, misappropriation or violation by or conflict with (and the Company, there are no material rights Company does not know of third parties to any such Intellectual Propertyinfringement, (Bmisappropriation or violation by or conflict with) to the knowledge of the Company, there is no material infringement by third parties of any such of the Intellectual Property, Property owned 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.22, reasonably be expected to result in a Material Adverse Effect; (DC) the Intellectual Property owned by the Company and, to the Company’s knowledge, the Intellectual Property 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 knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and that would, individually or in the aggregate, together with any other claims in this Section 2.22, reasonably be expected to result in a Material Adverse Effect; (ED) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe infringes, misappropriates or otherwise violate violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, the Company 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 that would would, individually or in the aggregate, together with any other claims in this Section 2.22, reasonably be expected to result in a Material Adverse Effect; (E) the Company has not received a notice (written or otherwise) that any of the Intellectual Property has expired, terminated or been abandoned, or is expected to expire, terminate or be abandoned, within two (2) years from the date of this Agreement; and (F) to the Company’s knowledge, no employee of the Company 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 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 Effect. To the Company’s knowledge, all material technical information developed by and belonging to the Company and 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 Operating Partnership are unaware Intellectual Property of any other fact which would form a reasonable basis for person or entity that are required to be set forth in the Pricing Disclosure Package, the Prospectus and the Registration Statement and are not described therein. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any such claimcontractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, license Controlled Entities own or have other possess adequate rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsuse sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package and the Final Prospectus to be conducted. Except as set forth conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the Registration Statement and the Prospectusaggregate, have a Material Adverse Effect. (Ai) to the knowledge of the Company, there There are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, Intellectual Property Rights owned by the Company or the Controlled Entities; (ii) there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, the Controlled Entities or third parties of any such of the Intellectual Property, Property Rights of the Company or the Controlled Entities; (Ciii) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the Company’s or any Controlled Entity’s rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and claim; (Ev) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any Controlled Entity infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; (vi) none of the Intellectual Property Rights used by the Company or the Controlled Entities in their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation binding on the Company, any of the Controlled Entities in violation of the rights of any persons; (vii) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Controlled Entities, or actions undertaken by the employee while employed with the Company or the Controlled Entities; (viii) neither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (ix) the Company and the Controlled Entities are not in breach of, and have complied in all respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (x) the business of the Company and the Controlled Entities are conducted in compliance with the applicable intellectual property laws and regulations in the PRC and all other applicable jurisdictions in all material respects.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, terms all patents, patent applications, trade and service marks, trade and service xxxx registrationstrademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package to be conducted by them, 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 set forth disclosed in the Registration Statement and the ProspectusGeneral Disclosure Package, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such of the Intellectual Property, (B) Property Rights owned by or exclusively licensed to the knowledge of the Company, Company or its subsidiaries; (ii) there is no material infringement infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any such of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) 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 rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) 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, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; (vi) none of the 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, any of its subsidiaries in violation of the rights of any persons; and (vii) all assignments or purported assignments of intellectual property from the Company’s or its parent’s employees and consultants are valid, binding and enforceable and have appropriately vested ownership of any work product, developments or the like in the Company, except in each case covered by clauses (i) – (vii) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment, in each case, as is material to the business of the Company, used to process, store, maintain, deliver and operate data, information, and functions used in connection with the business of the Company and its subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted or proposed in the General Disclosure Package to be conducted by them. The Company and its subsidiaries have implemented commercially reasonable backup, security and disaster systems consistent in all material respects with applicable industry standards.

Possession of Intellectual Property. The CompanyExcept as disclosed in the Registration Statement, the Operating Partnership General Disclosure Package, the Prospectus and the Subsidiaries ownEuropean Prospectus, possessthe Company owns or has obtained, license or have other rights to use, can acquire on reasonable terms, adequate rights and licenses under all patents, patent applicationsinventions, copyrights, know-how (including trade secrets and other proprietary or confidential information, systems or procedures), trademarks, service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how domain names and other intellectual property (including all registrations and applications for registration of any of the foregoing, as applicable) (collectively, the “Intellectual Property”) reasonably necessary for to carry on the business of the Company in all material respects as disclosed in the Registration Statement, the General Disclosure Package, the Prospectus and the European Prospectus. To the knowledge of the Company, the conduct of the business of the Company has not infringed misappropriated or otherwise violated, and the Operating Partnership proposed conduct of such business as now conducted or as proposed disclosed in the Registration Statement and Statement, the General Disclosure Package, the Prospectus or the European Prospectus will not, infringe, misappropriate or otherwise violate any Intellectual Property rights of any third party, except as would not, singly or in the aggregate, reasonably be expected to be conductedresult in a Material Adverse Effect. Except as set forth described in the Registration Statement and Statement, the General Disclosure Package, the Prospectus or the European Prospectus, (A) or as would not, singly or in the aggregate, reasonably be expected to the knowledge of the Companyresult in a Material Adverse Effect, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual Property, (C) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party (A) that the Company has infringed, misappropriated or otherwise violated any Intellectual Property rights of such third party, or (B) challenging the validity, enforceability, scope or ownership of any Intellectual Property owned by or licensed to the Company or its rights therein. To the knowledge of the Company and Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property rights owned by or exclusively licensed to the Operating Partnership in or to any such Intellectual PropertyCompany, that except as would resultnot, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, and none of the Intellectual Property used by the Company and in the Operating Partnership are unaware conduct of its business has been obtained or is being used by the Company in material violation of any facts which would form a reasonable basis for any such claimcontractual obligation binding on the Company. All Intellectual Property described in the Registration Statement, (D) there is no pending orthe General Disclosure Package, the Prospectus or the European Prospectus as being owned by or exclusively licensed to the Company is, to the knowledge of the Company, threatened actionvalid and enforceable, suitexcept as would not, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has taken all commercially reasonable steps, and in accordance with normal industry practice, necessary to maintain the confidentiality of all Intellectual Property the value of which to the Company and is contingent upon maintaining the Operating Partnership are unaware of any facts which confidentiality thereof, except as would form a reasonable basis for any such claim and (E) there is no pending ornot, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, . All key employees and any other employees involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements or similar agreements for the Operating Partnership are unaware transfer, assignment, and/or licensing of any other fact Intellectual Property with the Company pursuant to which would form the Company either (1) has obtained ownership of and is the exclusive owner of, or (2) has obtained a reasonable basis valid and unrestricted right to exploit, sufficient for any the conduct of its business, such claimIntellectual Property.

Possession of Intellectual Property. The CompanyCompany and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or as proposed in the Registration Statement, the Operating Partnership General Disclosure Package and the Subsidiaries Prospectus to be conducted, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, or except where the failure to own, possess, license or otherwise have other such rights to usewould not, on reasonable terms, 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 (collectively, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted singly or as proposed in the Registration Statement and the Prospectus aggregate, reasonably be expected to be conductedresult in a Material Adverse Effect. Except as set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus, no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, or except where such infringement, conflict, action, suit, proceeding or claim would not, singly or in the aggregate, result in a Material Adverse Effect, (Aa) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property, Property owned by or exclusively licensed to the Company; (Cb) 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which that would form a reasonable basis for any such claim, ; (Dc) 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, that would result, individually Property owned or in exclusively licensed to the aggregate, in a Material Adverse EffectCompany, and the Company and the Operating Partnership are is unaware of any facts which that would form a reasonable basis for any such claim claim; (d) neither the Company nor any of its subsidiaries has received notice of, or is otherwise aware of, any infringement of or conflict with any Intellectual Property rights of others by the Company’s business as operated by the Company; 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 and the Operating Partnership infringe Company’s business as now conducted infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any other fact which that would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “"Intellectual Property”Property Rights") reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package to be conducted by them, 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 set forth disclosed in the Registration Statement and the Prospectus, General Disclosure Package (Ai) to the knowledge of the Company's knowledge, there are no material rights of third parties to any such of the Intellectual Property, Property Rights owned by the Company or its subsidiaries; (Bii) to the knowledge of the Company's knowledge, there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any such of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) 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 rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim; (iv) to the Company's knowledge, (D) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the 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 in violation of the rights of any persons, except in each case covered by clauses (i)—(vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, its subsidiaries own or possess, license or have other rights or, to useits knowledge, can acquire on reasonable terms, all adequate patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrightsrights, licenses, inventions, trade secrets, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the Operating Partnership as now conducted subject of any unfavorable decision, ruling or as proposed finding) or invalidity or inadequacy, singly or in the Registration Statement and the Prospectus to be conductedaggregate, would result in a Material Adverse Effect. Except as set forth in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus or as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company’s knowledge, there is no material infringement by any third parties party of any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries; (B) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company or any of its subsidiaries for any claim of infringement or misappropriation by the Company or any of its subsidiaries or conflict with asserted Intellectual Property of such others or challenging the Company’s or such subsidiary’s rights in or to any Intellectual Property, Property owned by or exclusively licensed to the Company; (C) there is no pending or, to the knowledge of the Company’s knowledge, threatened (in writing) action, suit, proceeding or claim by others challenging the rights of against the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others its subsidiaries challenging the validity or scope of any Intellectual Property owned by or exclusively licensed to the Company; and (D) to the Company’s knowledge, such Intellectual PropertyProperty owned by, that would resultor exclusively licensed to, individually or in the aggregate, in a Material Adverse Effect, and the Company are valid and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claimenforceable.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries Group Entities own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applicationsadequate trademarks, trade names and service marksother rights to inventions, trade and service xxxx registrationsknow-how, trade namespatents, copyrights, domain names, licenses, inventionsapprovals, trade secrets, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted operated by them, or as presently employed by them, or proposed in the Registration Statement General Disclosure Package and the Final Prospectus to be conductedconducted by them. Except as set forth disclosed in the Registration Statement General Disclosure Package and the Final Prospectus, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such of the Intellectual PropertyProperty Rights owned by the Company or the Group Entities, (Bii) to the knowledge of the Company, there is no material infringement by third parties infringement, misappropriation breach, default or other violation, or the occurrence of any such event that with notice or the passage of time would constitute any of the foregoing, by the Company or the Group Entities of any of the Intellectual Property, Property Rights of the Company or the Group Entities; (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 Group Entity’s rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and claim; (Ev) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any Group Entity infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or the Group Entities in their businesses has been obtained or is being used by the Company or the Group Entities in violation of any contractual obligation binding on the Company or any Group Entity in violation of the rights of any persons, except in each case covered by clauses (i) — (vi) such as would not reasonably be expected, if determined adversely to the Company or any Group Entity, individually or in the aggregate, to have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package to be conducted by them, 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 set forth disclosed in the Registration Statement and the Prospectus, General Disclosure Package (Ai) to the knowledge of the Company’s knowledge, there are no material rights of third parties to any such of the Intellectual Property, Property Rights owned by the Company or its subsidiaries; (Bii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any such of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) 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 rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) 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, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the 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, any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package to be conducted by them, 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 set forth disclosed in the Registration Statement and the Prospectus, General Disclosure Package (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, Intellectual Property Rights owned by the Company or its subsidiaries; (ii) there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or to the Company’s knowledge, third parties of any such of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and claim; (Ev) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the 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, any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) — (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or other rights to use, on reasonable terms, all patentsthe inventions, patent applications, trade patents, trademarks (both registered and unregistered), tradenames, service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how secrets and other intellectual property (collectivelyproprietary information described in the Registration Statement, the “Intellectual Property”) reasonably General Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of the business of the Company and the Operating Partnership their respective businesses as now currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement, the General Disclosure Package and the Prospectus as under development), except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”); except as would not, individually or in the aggregate, have a Material Adverse Effect, (A) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except as disclosed in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) with respect to the knowledge ownership rights of the Company, there are no material owners of the Intellectual Property licensed to the Company or the rights of third parties to any such who have licensed Intellectual Property, Property from the Company; (B) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property, ; (C) 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim, ; (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 validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which would could form a reasonable basis for any such claim and action, suit, proceeding or claim; (E) 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 Subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package and the Operating Partnership Prospectus as under development, infringe or otherwise violate violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any other fact facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and the Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any Subsidiary, and all such agreements are in full force and effect; (G) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; (H) to the Company’s knowledge, there is no prior art that may render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (I) the product candidates described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by the Company or any Subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any Subsidiary.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package to be conducted by them, 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 set forth disclosed in the Registration Statement and the Prospectus, General Disclosure Package (Ai) to the knowledge of the Company, there are no material rights of third parties to any such of the Intellectual PropertyProperty Rights owned by the Company or its subsidiaries; (ii) there is no infringement, (B) to 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 material infringement by its subsidiaries or, to the Company’s knowledge, third parties of any such of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and claim; (Ev) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the 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 or otherwise in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the its Subsidiaries own, possess, own or license or have other all rights to use, on reasonable termsin, all patentsmaterial trademarks, patent applications, trade and service marks, trade and service xxxx registrationsservicemarks, trade names, copyrightspatents, licensescopyrights and any registrations and applications for each of the foregoing, inventionsdomain names, trade secrets, technology, know-how and other similar intellectual property (collectively, the “Intellectual PropertyProperty Rights”) as necessary to conduct their respective businesses as now conducted, free and clear of all liens, other than liens that would not reasonably necessary for be expected, individually or in the conduct aggregate, to result in a Material Adverse Effect. The Company is not a party to or bound by any licenses or agreements with respect to the Intellectual Property Rights of the business any other person or entity that would be required to be described in a registration statement of the Company filed under the 1933 Act and the Operating Partnership as now conducted or as proposed are not described in the Registration Statement Disclosure Package accurately in all material respects. Neither the Company nor any of its Subsidiaries has received any notice of and is not in breach of any of its obligations under any licenses or agreements to which it is a party or by which it is bound with respect to any Intellectual Property Rights and, to the Prospectus Company’s knowledge, no other party to such licenses or agreements is in breach thereof, which, in each case, would reasonably be conductedexpected to result in a Material Adverse Effect. To the Company’s knowledge, none of the technology employed by the Company or any of its Subsidiaries has been obtained or is being used by the Company or any of its Subsidiaries in violation of any contractual obligation binding on the Company or any of its officers, directors or employees. Except as set forth in the Registration Statement Disclosure Package and Final Offering Memorandum or as would not reasonably be expected, individually or in the Prospectusaggregate, to result in a Material Adverse Effect, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation or violation by any third parties party of any such Intellectual Property, Property Rights owned by or exclusively licensed to the Company or any of its Subsidiaries; (Cii) there is no pending or, to the knowledge Company’s knowledge, threatened (in writing) action, suit, proceeding or claim by others against the Company or any of its Subsidiaries for any claim of infringement, misappropriation or violation by the Company or any of its Subsidiaries or conflict with Intellectual Property Rights of others or challenging, denying or restricting the Company’s or such Subsidiary’s rights in or to any Intellectual Property Rights owned by or exclusively licensed to the Company or any of its Subsidiaries, and, to the Company’s knowledge, there are no existing facts which would form a reasonable basis for any such claims; and (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company or any of its Subsidiaries challenging the rights ownership, use, validity or scope of any Intellectual Property Rights owned by or exclusively licensed to the Company and or any of its Subsidiaries, and, to the Operating Partnership in or to any such Intellectual PropertyCompany’s knowledge, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership there are unaware of any no existing facts which would form a reasonable basis for any such claim. The registered and applied for Intellectual Property Rights owned by, or exclusively licensed to, the Company or any of its Subsidiaries are (Di) there is no pending orsubsisting and unexpired, and 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, that would result, individually or in the aggregate, in a Material Adverse Effectvalid and enforceable, and (ii) to the extent material to the Company or any of its Subsidiaries, are being diligently prosecuted and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claimmaintained.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, its subsidiaries own or license or have other rights to use, on reasonable termsmake, sell, and otherwise exploit, all Intellectual Property necessary for the conduct of the Company’s business as now conducted except as such failure to own or license such rights would not have a Material Adverse Effect. To the knowledge of theCompany, there is no infringement, misappropriation or violation by other parties of any Intellectual Property described in the preceding sentence, except as such infringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect. There is no pending, or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others to which the Company or any of its subsidiaries is a party, or to the knowledge of the Company, otherwise challenging the Company’s or its subsidiaries’ rights in or to, or exploitation of, any such Intellectual Property, and the Company has no knowledge of any facts which would form a reasonable basis for any such claim. The Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company 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 or claim by others challenging the validity or scope of any Intellectual Property, and the Company has no knowledge of any facts which would form a reasonable basis for any such claim. There is no pending or to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and the Company has not received any written notice of such claim and has no knowledge of any other fact which would form a reasonable basis for any such claim. To the Company’s knowledge, no employee or independent contractor of the Company is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer or independent contractor where the basis of such violation relates to such employee’s employment or independent contractor’s engagement with the Company or actions undertaken while employed or engaged with the Company, except as such violation would not reasonably be expected to have a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent rights, 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 (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted systems or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectusprocedures owned, (A) to the knowledge of licensed or used by the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The CompanyCompany (i) owns or (ii) to the best of its knowledge, holds valid exclusive licenses or (iii) to the Operating Partnership and the Subsidiaries ownbest of its knowledge, possess, license holds non-exclusive licenses or have other has rights to use, on reasonable termsmake, sell, and otherwise exploit, 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 Intellectual Property (collectively, the “Intellectual Property”as defined below) reasonably necessary for the conduct of the Company’s business of the Company and the Operating Partnership as now conducted except as such failure to own or license such rights would not have a Material Adverse Effect. Except as proposed disclosed in the Registration Statement and Statement, the Prospectus to be conducted. Except as set forth in the Registration Statement General Disclosure Package and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (Bi) to the knowledge of the Company, there is no material infringement infringement, misappropriation or violation by third other parties of any Intellectual Property described in the preceding sentence, except as such Intellectual Propertyinfringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect; (Cii) there is no pending pending, or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others to which the Company is a party, or to the knowledge of the Company, otherwise challenging the Company’s rights of the Company and the Operating Partnership in or to to, or exploitation of, any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim; (iii) except with respect to certain trademarks of the Company which are being opposed, (D) such Intellectual Property owned by the Company and to the knowledge of the Company, such Intellectual Property licensed to the Company 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 or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim and claim; (Eiv) there is no pending or, or to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe infringes, misappropriates or otherwise violate violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, Company has not received any written notice of such claim and the Company and the Operating Partnership are unaware has no knowledge of any other fact which would form a reasonable basis for any such claim.; and (v) to the Company’s knowledge, no employee or independent contractor of the Company is in or has ever been in violation of any term of any employment contract, patent

Possession of Intellectual Property. The Company, the Operating Partnership Company and the its Subsidiaries own, possess, own or license or have other all rights to use, on reasonable termsin, all patentsmaterial trademarks, patent applications, trade and service marks, trade and service xxxx registrationsservicemarks, trade names, copyrightspatents, licensescopyrights and any registrations and applications for each of the foregoing, inventionsdomain names, trade secrets, technology, know-how and other similar intellectual property (collectively, the “Intellectual PropertyProperty Rights”) as necessary to conduct their respective businesses as now conducted, free and clear of all liens, other than liens that would not reasonably necessary for be expected, individually or in the conduct aggregate, to result in a Material Adverse Effect. The Company is not a party to or bound by any licenses or agreements with respect to the Intellectual Property Rights of the business any other person or entity that would be required to be described in a registration statement of the Company filed under the 1933 Act and the Operating Partnership as now conducted or as proposed are not described in the Registration Statement Disclosure Package accurately in all material respects. Neither Company nor any of its Subsidiaries has received any notice of and is not in breach of any of its obligations under any licenses or agreements to which it is a party or by which it is bound with respect to any Intellectual Property Rights and, to the Prospectus Company’s knowledge, no other party to such licenses or agreements is in breach thereof, which, in each case, would reasonably be conductedexpected to result in a Material Adverse Effect. 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 any contractual obligation binding on the Company or any of its officers, directors or employees. Except as set forth in the Registration Statement Disclosure Package and Final Offering Memorandum or as would not reasonably be expected, individually or in the Prospectusaggregate, to result in a Material Adverse Effect, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation or violation by any third parties party of any such Intellectual Property, Property Rights owned by or exclusively licensed to the Company or any of its Subsidiaries; (Cii) there is no pending or, to the knowledge Company’s knowledge, threatened (in writing) action, suit, proceeding or claim by others against the Company or any of its Subsidiaries for any claim of infringement, misappropriation or violation by the Company or any of its Subsidiaries or conflict with Intellectual Property Rights of others or challenging, denying or restricting the Company’s or such Subsidiary’s rights in or to any Intellectual Property Rights owned by or exclusively licensed to the Company, and, to the Company’s knowledge, there are no existing facts which would form a reasonable basis for any such claims; and (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company or any of its Subsidiaries challenging the rights of the Company and the Operating Partnership in ownership, use, validity or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware scope of any Intellectual Property Rights owned by or exclusively licensed to the Company, and, to the Company’s knowledge, there are no existing facts which would form a reasonable basis for any such claim. The registered and applied for Intellectual Property Rights owned by, or exclusively licensed to, the Company are (Di) there is no pending orsubsisting and unexpired, and to the knowledge of Company’s knowledge, valid and enforceable, and (ii) to the extent material to the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, are being diligently prosecuted and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claimmaintained.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, its subsidiaries own or license or have other rights to use, on reasonable termsmake, sell, and otherwise exploit, 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 (collectively, the “Intellectual Property”) reasonably Property necessary for the conduct of the Company’s business of the Company and the Operating Partnership as now conducted except as such failure to own or as proposed in the Registration Statement and the Prospectus to be conductedlicense such rights would not have a Material Adverse Effect. Except as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as amended, which is incorporated by reference into the Registration Statement and Prospectus under the Prospectuscaption “Item 1. Description of Business”, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (Bi) to the knowledge of the Company, there is no material infringement infringement, misappropriation or violation by third other parties of any Intellectual Property described in the preceding sentence, except as such Intellectual Propertyinfringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect; (Cii) there is no pending pending, or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others to which the Company or any of its subsidiaries is a party, or to the knowledge of the Company, otherwise challenging the Company’s or its subsidiaries’ rights of the Company and the Operating Partnership in or to to, or exploitation of, any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim; (iii) except with respect to certain trademarks of the Company which are being opposed, (D) such Intellectual Property owned by the Company and to the knowledge of the Company, such Intellectual Property licensed to the Company 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 or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim and claim; (Eiv) there is no pending or, or to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe infringes, misappropriates or otherwise violate violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, Company has not received any written notice of such claim and the Company and the Operating Partnership are unaware has no knowledge of any other fact which would form a reasonable basis for any such claim.; and (v) to the Company’s knowledge, no employee or independent contractor of the Company is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer or independent contractor where the basis of such violation relates to such employee’s

Possession of Intellectual Property. The CompanyCompany owns, the Operating Partnership and the Subsidiaries own, possess, license possesses or have other rights to use, can acquire on reasonable terms, terms 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 Intellectual Property (collectively, the “Intellectual Property”as defined below) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed described in the Registration Statement Statement, the Time of Sale Information and the Prospectus to be as now conducted. Except as set forth in the Registration Statement , and the Prospectus, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 or claim by others challenging the rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company and, (D) to the knowledge of the Company, the Intellectual Property licensed to the Company have 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, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe infringes, misappropriates or otherwise violate violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, that would result, individually or the Company has not received any written notice of such claim in the aggregate, in a Material Adverse Effect, past three years and the Company and the Operating Partnership are is unaware of any other fact facts which would form a reasonable basis for any such claim; and (v) to the Company’s knowledge, no employee of the Company is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company. The term “Intellectual Property” as used herein means all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, proprietary technology and proprietary know-how.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, its subsidiaries own or possess, license or have other rights or, to useits knowledge, can acquire on reasonable terms, all adequate patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrightsrights, licenses, inventions, trade secrets, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the Operating Partnership as now conducted subject of any unfavorable decision, ruling or as proposed finding) or invalidity or inadequacy, singly or in the Registration Statement and the Prospectus to be conductedaggregate, would result in a Material Adverse Effect. Except as set forth in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company’s knowledge, there is no material infringement by any third parties party of any such Intellectual Property, Property owned by or exclusively licensed to the Company or any of its subsidiaries; (Cii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company or any of its subsidiaries for any claim of infringement or misappropriation by the Company or any of its subsidiaries or conflict with asserted Intellectual Property of such others or challenging the Company’s or such subsidiary’s rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually Property owned by or in exclusively licensed to the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claim, Company; (Diii) there is no pending or, to the knowledge of the Company’s knowledge, threatened (in writing) action, suit, proceeding or claim by others against the Company or any of its subsidiaries challenging the validity or scope of any Intellectual Property owned by or exclusively licensed to the Company; and (iv) to the Company’s knowledge, such Intellectual PropertyProperty owned by, that would resultor exclusively licensed to, individually or in the aggregate, in a Material Adverse Effect, and the Company are valid and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claimenforceable.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”"INTELLECTUAL PROPERTY RIGHTS") reasonably necessary for to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement General Disclosure Package to be conducted by them, 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 set forth disclosed in the Registration Statement and the Prospectus, General Disclosure Package (Ai) to the knowledge of the Company, there are no material rights of third parties to any such of the Intellectual Property, Property Rights owned by the Company or its subsidiaries; (Bii) to the knowledge of the Company's knowledge, there is no material infringement infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its subsidiaries, or by third parties parties, of any such of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) 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 rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) 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, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact facts which would form a reasonable basis for any such claim; and (vi) none of the 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, any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) -- (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, its subsidiaries own or license or have other rights to use, on reasonable termsmake, sell, and otherwise exploit, 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 Intellectual Property (collectively, the “Intellectual Property”as defined below) reasonably necessary for the conduct of the Company’s business of the Company and the Operating Partnership as now conducted conducted, except as such failure to own or as proposed in the Registration Statement and the Prospectus to be conductedlicense such rights would not have a Material Adverse Effect. Except as set forth would not, individually or in the Registration Statement and the Prospectusaggregate, reasonably be expected to result in a Material Adverse Effect, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (Bi) to the knowledge of the Company, there is no material infringement infringement, misappropriation or violation by third other parties of any such Intellectual Property, Property described in the preceding sentence; (Cii) there is no pending pending, or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others to which the Company or any of its subsidiaries is a party, or to the knowledge of the Company, otherwise challenging the Company’s or its Subsidiaries’ rights of the Company and the Operating Partnership in or to to, or exploitation of, any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim; (iii) to the knowledge of the Company, (D) such Intellectual Property licensed to the Company 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 or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim claim; and (Eiv) there is no pending or, or to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe infringes, misappropriates or otherwise violate violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.of

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries Group Entities own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted operated by them, or as presently employed by them, or proposed in the Registration Statement General Disclosure Package and the Final Prospectus to be conductedconducted by them. Except as set forth disclosed in the Registration Statement General Disclosure Package and the Final Prospectus, (Ai) to the knowledge of the Company’s knowledge, there are no material rights of third parties to any such of the Intellectual PropertyProperty Rights owned by the Company or the Group Entities, (Bii) to the knowledge of the Company, there is no material infringement by third parties infringement, misappropriation breach, default or other violation, or the occurrence of any such event that with notice or the passage of time would constitute any of the foregoing, by the Company or the Group Entities of any of the Intellectual Property, Property Rights of the Company or the Group Entities; (Ciii) 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 Group Entity’s rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) 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, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe or any Group Entity infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or the Group Entities in their businesses has been obtained or is being used by the Company or the Group Entities in violation of any contractual obligation binding on the Company or any Group Entity in violation of the rights of any persons, except in each case covered by clauses (i) — (vi) such as would not reasonably be expected, if determined adversely to the Company or any Group Entity, individually or in the aggregate, to have a Material Adverse Effect.

Possession of Intellectual Property. The CompanyCompany owns, the Operating Partnership and the Subsidiaries own, possess, license possesses or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business now conducted. The expected expiration of any such Intellectual Property Rights would not, individually or in the Company and the Operating Partnership aggregate, have a Material Adverse Effect. Except as now conducted or as proposed disclosed in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (Ai) to the knowledge of the Company’s knowledge, there are no material rights of third parties to any such of the Intellectual Property, Property Rights owned by the Company; (Bii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or third parties of any such of the Intellectual Property, Property Rights of the Company; (Ciii) 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 rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim; (iv) to the Company’s knowledge, (D) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company in violation of the rights of any persons, except in each case covered by clauses (i) through (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, license Controlled Entities own or have other possess adequate rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsuse sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus to be conducted. Except as set forth conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the Registration Statement and the Prospectusaggregate, have a Material Adverse Effect. (Ai) to the knowledge of the Company, there There are no material rights of third parties to any such of the Intellectual PropertyProperty Rights owned by the Company or the Controlled Entities; (ii) there is no infringement, (B) to 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 material infringement by the Controlled Entities or third parties of any such of the Intellectual Property, Property Rights of the Company or the Controlled Entities; (Ciii) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the Company’s or any Controlled Entity’s rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and claim; (Ev) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any Controlled Entity infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; (vi) none of the Intellectual Property Rights used by the Company or the Controlled Entities in their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation binding on the Company, or the Controlled Entities, or in violation of the rights of any persons; (vii) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Controlled Entities, or actions undertaken by the employee while employed with the Company or the Controlled Entities; (viii) neither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (ix) the Company and the Controlled Entities are not in breach of, and have complied in all respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (x) the business of the Company and the Controlled Entities are conducted in compliance with the applicable intellectual property laws and regulations in the PRC and all other applicable jurisdictions in all respects, except, in each of (i) to (x), as would not, individually or in the aggregate, result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and its subsidiaries own or license, all Intellectual Property necessary for the conduct of the Company’s business as now conducted or as proposed in the Registration Statement, the General Disclosure Package and the Prospectus to be conducted except as such failure to own or license such rights would not have a Material Adverse Effect. Except as set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus under the captions “Business—Patents, Licenses and Trademarks” and “Risk Factors—Risks Related to Our Business—We may not be able to adequately safeguard our intellectual property rights and trade secrets from unauthorized use, and we may become subject to claims that we infringe on others’ intellectual property rights,” (i) 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; (ii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company has no knowledge of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company and to the knowledge of the Company, the Operating Partnership Intellectual Property licensed to the Company 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 or claim by others challenging the validity or scope of any such Intellectual Property, and the Subsidiaries ownCompany has no knowledge of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or to the knowledge of the Company, possessthreatened action, license suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company has no knowledge of any other fact which would form a reasonable basis for any such claim; and (v) to the Company’s knowledge, no employee of the Company is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or actions undertaken by the employee while employed with the Company, except as such violation would not have other rights to use, on reasonable terms, a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent rights, 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 (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted systems or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claimprocedures.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the each of its Material Subsidiaries own, possess, license owns or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationspossesses those trademarks, trade names, patent rights, copyrights, licensesdomain names, inventionsLicenses, trade secrets, inventions, technology, know-how and other intellectual property and proprietary rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for that are material to the conduct of the business of the Company and the Operating Partnership its subsidiaries as now conducted or as proposed in the Registration Statement and the Prospectus General Disclosure Package to be conductedconducted by them. Except as set forth The expiration of any registered Intellectual Property Rights of the Company or its subsidiaries would not, individually or in the Registration Statement aggregate, have a Material Adverse Effect. The Intellectual Property Rights of the Company and the Prospectusits subsidiaries are, (A) to the knowledge of the Company, there valid and enforceable, except for any Intellectual Property Rights the invalidity or unenforceability of which would not, individually or in the aggregate, have a Material Adverse Effect. (i) There are no material rights of third parties to any such of the Intellectual PropertyProperty Rights owned by the Company or its subsidiaries; (ii) there is no infringement, (B) misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its subsidiaries of any Intellectual Property Rights of any third party, or, to the knowledge of the Company, there is no material infringement by third parties of any such of the Intellectual Property, Property Rights of the Company or 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 of its subsidiaries’ rights in or to, or claiming the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually Property Rights of the Company or in the aggregate, in a Material Adverse Effectits subsidiaries, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and claim; (Ev) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any subsidiary thereof infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret or other proprietary rights Intellectual Property Rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the 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 in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, its subsidiaries own or license or have other rights to use, on reasonable termsmake, sell, and otherwise exploit, 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 Intellectual Property (collectively, the “Intellectual Property”as defined below) reasonably necessary for the conduct of the Company’s business of the Company and the Operating Partnership as now conducted except as such failure to own or as proposed in the Registration Statement and the Prospectus to be conductedlicense such rights would not have a Material Adverse Effect. Except as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which is incorporated by reference into the Registration Statement Statement, the Preliminary Prospectus, and the ProspectusProspectus under the caption “Item 1. Description of Business”, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (Bi) to the knowledge of the Company, there is no material infringement infringement, misappropriation or violation by third other parties of any Intellectual Property described in the preceding sentence, except as such Intellectual Propertyinfringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect; (Cii) there is no pending pending, or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others to which the Company or any of its Subsidiaries is a party, or to the knowledge of the Company, otherwise challenging the Company’s or its Subsidiaries’ rights of the Company and the Operating Partnership in or to to, or exploitation of, any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim; (iii) except with respect to certain trademarks of the Company which are being opposed, (D) such Intellectual Property owned by the Company and to the knowledge of the Company, such Intellectual Property licensed to the Company 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 or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim and claim; (Eiv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company and its subsidiaries own or license, all Intellectual Property necessary for the conduct of the Company’s business as now conducted or as proposed in the Registration Statement, the General Disclosure Package and Prospectus to be conducted except as such failure to own or license such rights would not have a Material Adverse Effect. Except as set forth in the Registration Statement, the Preliminary Prospectus and Prospectus under the caption “Business—Patents, Licenses and Trademarks” and “Risk Factors—Risks Related to Our Business—We may not be able to adequately safeguard our intellectual property and trade secrets from unauthorized use, and we may become subject to claims that we infringe on others’ intellectual property,” (i) 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; (ii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company has no knowledge of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company and to the knowledge of the Company, the Operating Partnership Intellectual Property licensed to the Company 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 or claim by others challenging the validity or scope of any such Intellectual Property, and the Subsidiaries ownCompany has no knowledge of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or to the knowledge of the Company, possessthreatened action, license suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company has no knowledge of any other fact which would form a reasonable basis for any such claim; and (v) to the Company’s knowledge, no employee of the Company is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or actions undertaken by the employee while employed with the Company, except as such violation would not have other rights to use, on reasonable terms, a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent rights, 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 (collectivelyunpatented and/or unpatentable proprietary or confidential information, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted systems or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claimprocedures.

Possession of Intellectual Property. The CompanyExcept as would not reasonably be expected to have a Material Adverse Effect, the Operating Partnership Company and the Subsidiaries own, its subsidiaries own or possess, have a valid license to, or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), trademarks, service marks, trade and service xxxx registrationsbusiness names, trade names, copyrightslogos, licenses, inventionsslogans, trade secretsdress, design rights, Internet domain names, social media accounts, any other designations of source or origin, intellectual property rights in technology, know-software, data and know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy and/or other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of to carry on the business of the Company now operated by them and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted. Except operated as set forth described in the Registration Statement and the Prospectus. Except as would not reasonably be expected to have a Material Adverse Effect, (Ai) to neither the knowledge Company nor any of the Company, there are no material rights its subsidiaries has received any notice of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual Property, (C) there is no pending ornor, to the knowledge of the Company, has engaged in any infringement, misappropriation or other violation of or conflict regarding any Intellectual Property of any third party, (ii) there is no pending or threatened action, suit, proceeding or claim by others challenging regarding the rights subject matter of the foregoing clause (i), and (iii) the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim. (a) Except as would not reasonably be expected to have a Material Adverse Effect, all Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries (such Intellectual Property, the “Company Intellectual Property”) is subsisting, and to the Company’s knowledge, valid and enforceable, (Db) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others any third party challenging the validity Company’s or any of its subsidiaries’ rights in, or the validity, ownership, registrability, enforceability or scope of, any such Company Intellectual Property (with the exception of any ordinary course office actions in connection with applications for the registration or issuance of such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, ) and (c) the Company and the Operating Partnership its subsidiaries are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact circumstances which would form a reasonable basis for any such claim.. To the knowledge of the Company, no third party is infringing, misappropriating or otherwise violating any of the Company Intellectual Property and there is no pending or threatened action, suit, proceeding or claim by the Company or any of its subsidiaries against a third party regarding the

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, its subsidiaries own or possess, license or have other rights or, to useits knowledge, can acquire on reasonable terms, all adequate patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrightsrights, licenses, inventions, trade secrets, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the Operating Partnership as now conducted subject of any unfavorable decision, ruling or as proposed finding) or invalidity or inadequacy, singly or in the Registration Statement and the Prospectus to be conductedaggregate, would result in a Material Adverse Effect. Except as set forth in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company’s knowledge, there is no material infringement by any third parties party of any such Intellectual Property, Property owned by or exclusively licensed to the Company or any of its subsidiaries; (Cii) there is no pending or, to the knowledge Company’s knowledge, threatened (in writing) action, suit, proceeding or claim by others against the Company or any of its subsidiaries for any claim of infringement or misappropriation by the Company or any of its subsidiaries or conflict with asserted Intellectual Property of such others or challenging the Company’s or such subsidiary’s rights in or to any Intellectual Property owned by or exclusively licensed to the Company; and (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the rights of against the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others its subsidiaries challenging the validity or scope of any Intellectual Property owned by or exclusively licensed to the Company; and to the Company’s knowledge, such Intellectual PropertyProperty owned by, that would resultor exclusively licensed to, individually or in the aggregate, in a Material Adverse Effect, and the Company are valid and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claimenforceable.

Possession of Intellectual Property. The CompanyTo its knowledge, the Operating Partnership and the Subsidiaries own, possess, license Company owns or have other possesses adequate rights to use, on reasonable terms, use all patents, patent applications, trade trademarks (both registered and unregistered), service marks, trade and service xxxx names, trademark registrations, trade namesservice mark registrations, copyrights, licenses, inventions, trade secrets, technology, licenses and know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) reasonably necessary for to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) except to the knowledge of extent that the Company, there are no material failure to own or possess adequate rights of third parties to any use such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that Property would resultnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Underwriters, the Company has not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, and or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company and challenging the Operating Partnership are unaware Company’s rights in or to or the validity of the scope of any facts which would form a reasonable basis of the Company’s owned patents, patent applications or proprietary information, except for any such claim, (D) 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, proceedings that would resultnot, individually or in the aggregate, in reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s solely owned patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company and the Operating Partnership are unaware of or by any facts which would form a reasonable basis for any such claim and (E) there is no pending or, to the knowledge non-contractual obligation of the Company, threatened actionother than by written contract, suit, proceeding license or claim by others that other agreement with the Company and the Operating Partnership infringe other than such rights or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, claims that would resultnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has not received any written notice of any claim challenging the rights of the Company in or to any Intellectual Property owned, licensed or optioned by the Company which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The CompanyCompany and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent applications, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trademark registrations, service xxxx registrations, formulae, customer lists or other intellectual property (collectively, “Intellectual Property”) necessary or used to carry on the Operating Partnership and business now operated by them except where the Subsidiaries failure to so own, possess, or license or have other rights to useuse or acquire would not result in a Material Adverse Effect, on and neither the Company nor any of its subsidiaries has received any written notice of, and to the Company’s knowledge there is no, infringement, violation or misappropriation of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would form a reasonable termsbasis to render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, all patentsand which infringement or conflict (if the subject of any unfavorable decision, patent applicationsruling or finding) or invalidity or inadequacy, trade and service markssingly or in the aggregate, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectivelywould result in a Material Adverse Effect. To the Company’s knowledge, the “Intellectual Property”) reasonably necessary for Company has taken commercially reasonable steps to keep confidential all material technical information of significant economic value developed by and belonging to the conduct Company or any of its subsidiaries which has not been patented which the business Company intended to keep confidential. Except as described in the Offering Memorandum, neither the Company nor any of its subsidiaries has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the current products and services of the Company and the Operating Partnership as now conducted its subsidiaries or as proposed those products and services described in the Registration Statement and Offering Memorandum except as would not, singly or in the Prospectus to be conductedaggregate, would result in a Material Adverse Effect. Except as set forth would not, singly or in the Registration Statement and the Prospectusaggregate, result in a Material Adverse Effect, (Ax) to the knowledge Company is not aware of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual Property, Property of the Company or any of its subsidiaries; (Cy) 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 of its subsidiaries’ ownership of or rights of the Company and the Operating Partnership in or to any such of the Company’s Intellectual PropertyProperty (if the subject of an unfavorable decision, that would result, individually ruling or in the aggregate, in a Material Adverse Effect, finding); and the Company and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claim, (Dz) 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, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any of its subsidiaries infringes, misappropriates or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights Intellectual Property of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any other fact which that would form a reasonable basis for any such claim. Neither the Company nor any of its subsidiaries is in material breach or violation of any license or other agreement that relates to any material Intellectual Property owned or used by the Company or any of its subsidiaries and, to the Company’s knowledge, no other party to any such agreement is in material breach thereof.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted operated by them, or as presently employed by them, or proposed in the Registration Statement General Disclosure Package and the Final Prospectus to be conductedconducted by them. Except as set forth disclosed in the Registration Statement General Disclosure Package and the Final Prospectus, (Ai) to the knowledge of the Company’s knowledge, there are no material rights of third parties to any such of the Intellectual PropertyProperty Rights owned by the Company or its subsidiaries, (Bii) to the knowledge of the Company, there is no material infringement by third parties infringement, misappropriation breach, default or other violation, or the occurrence of any such event that with notice or the passage of time would constitute any of the foregoing, by the Company or its subsidiaries of any of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) 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 rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) 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, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the 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, any of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, its subsidiaries own or license or have other rights to use, on reasonable termsmake, sell, and otherwise exploit, 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 Intellectual Property (collectively, the “Intellectual Property”as defined below) reasonably necessary for the conduct of the Company’s business of the Company and the Operating Partnership as now conducted except as such failure to own or as proposed in the Registration Statement and the Prospectus to be conductedlicense such rights would not have a Material Adverse Effect. Except as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which is incorporated by reference into the Registration Statement Statement, the Preliminary Prospectus, and the ProspectusProspectus under the caption “Item 1. Business”, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (Bi) to the knowledge of the Company, there is no material infringement infringement, misappropriation or violation by third other parties of any Intellectual Property described in the preceding sentence, except as such Intellectual Propertyinfringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect; (Cii) there is no pending pending, or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others to which the Company or any of its Subsidiaries is a party, or to the knowledge of the Company, otherwise challenging the Company’s or its Subsidiaries’ rights of the Company and the Operating Partnership in or to to, or exploitation of, any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim; (iii) except with respect to certain trademarks of the Company which are being opposed, (D) such Intellectual Property owned by the Company and to the knowledge of the Company, such Intellectual Property licensed to the Company 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 or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim and claim; (Eiv) there is no pending or, or to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.that

Possession of Intellectual Property. The Company, the Operating Partnership and the Subsidiaries own, possess, license or have other rights to use, on reasonable terms, 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 (collectively, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership Except as now conducted or as proposed disclosed in the Registration Statement and Statement, the Prospectus to be conducted. Except as set forth in the Registration Statement Pricing Disclosure Package and the Prospectus, (A) to the knowledge of the Company, the Company and its subsidiaries own, possess, license or can acquire on reasonable terms sufficient trademarks, trade names, inventions, patents, patent rights, copyrights, domain names, licenses, approvals, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business as now conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to so own, possess, license or otherwise acquire would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (i) to the Company’s knowledge, there are no material rights of third parties to any such of the Intellectual Property, Property Rights owned by the Company or its subsidiaries; (Bii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties of any such of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) 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 rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending orpending, 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, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; (vi) there is no court-issued order, judgment, decree or injunction restricting the operation of the Company’s business on the basis of a conflict with or infringement of the patent rights of any third party; and (vii) none of the 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 in violation of the rights of any persons, except in each case covered by clauses (i) – (vii) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company(A) Except as disclosed in the Registration Statement, the Operating Partnership General Disclosure Package and the Subsidiaries ownProspectus, the Company and its subsidiary own or possess, license or have other rights or, to usethe Company’s knowledge, can acquire on reasonable terms, all the patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, copyrights, know how (including trade secretssecrets and other unpatented and/or unpatentable proprietary or confidential information, technologysystems or procedures), know-how and trademarks, service marks, trade names, domain names or other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of or material to carry on the business now operated and as proposed to be conducted by them as described in the Registration Statement, the General Disclosure Package and the Prospectus. The License Agreement dated as of February 17, 2011 between the Company and Acclarent, Inc. (as amended, the “Acclarent License Agreement”) constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of the Company, the Company is not in breach or default thereof, and, to the Company’s knowledge, no event has occurred that with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (B) (i) to the Company’s knowledge, there are no material rights of any third parties party to any such of the Intellectual PropertyProperty owned by the Company; (ii) the Company has not received any notice of and is not otherwise aware of any infringement, (B) to misappropriation, breach, default or other violation, or of the knowledge occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual Property of the Company, there is no material infringement by third parties of any such Intellectual Property, ; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, any threatened action, suit, proceeding or claim by others any third party challenging the Company’s rights in or to, or alleging the violation of any of the Company and Intellectual Property of the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectCompany, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim; (iv) the Intellectual Property owned by the Company and, (D) to the Company’s knowledge, the Intellectual Property licensed to the Company, including the Intellectual Property licensed to the Company pursuant to the Acclarent License Agreement, 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, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe infringes, misappropriates or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights Intellectual Property of others, that would result, individually or in the aggregate, in a Material Adverse Effectany third party, and the Company and the Operating Partnership are unaware has no knowledge of any other fact facts which would form a reasonable basis for any such claim; (vi) to the Company’s knowledge, none of the Intellectual Property used by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company; and (vii) all material licenses, contracts and agreements necessary for the conduct of the business of the Company as currently conducted and as proposed to be conducted by it, as described in the Registration Statement, the General Disclosure Package and the Prospectus, are valid and are in full force and effect and the Company is not in breach or default thereof, and has not received any written notice alleging its breach or default thereof, and, to the Company’s knowledge, no other party thereto is in breach or default of any of its obligations thereof.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, its subsidiaries own or license or have other rights to use, on reasonable termsmake, sell, and otherwise exploit, 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 Intellectual Property (collectively, the “Intellectual Property”as defined below) reasonably necessary for the conduct of the Company’s business of the Company and the Operating Partnership as now conducted except as such failure to own or as proposed in the Registration Statement and the Prospectus to be conductedlicense such rights would not have a Material Adverse Effect. Except as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which is incorporated by reference into the Registration Statement Statement, the Preliminary Prospectus, and the ProspectusProspectus under the caption “Item 1. Description of Business”, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (Bi) to the knowledge of the Company, there is no material infringement infringement, misappropriation or violation by third other parties of any Intellectual Property described in the preceding sentence, except as such Intellectual Propertyinfringement, misappropriation or violation would not reasonably be expected to have a Material Adverse Effect; (Cii) there is no pending pending, or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others to which the Company or any of its Subsidiaries is a party, or to the knowledge of the Company, otherwise challenging the Company’s or its Subsidiaries’ rights of the Company and the Operating Partnership in or to to, or exploitation of, any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware has no knowledge of any facts which would form a reasonable basis for any such claim; (iii) except with respect to certain trademarks of the Company which are being opposed, (D) such Intellectual Property owned by the Company and to the knowledge of the Company, such Intellectual Property licensed to the Company 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 or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.the

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, license Controlled Entities own or have other possess rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsuse trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for that are material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus to be conducted. Except as set forth conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the Registration Statement and the Prospectusaggregate, have a Material Adverse Effect. (Ai) to the knowledge of the Company, there There are no material rights of third parties to any such of the material Intellectual PropertyProperty Rights owned by the Company or the Controlled Entities; (ii) there is no infringement, (B) to 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 material infringement by the Controlled Entities or third parties of any such of the Intellectual Property, Property Rights of the Company or the Controlled Entities; (Ciii) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the Company’s or any Controlled Entity’s rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and claim; (Ev) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any Controlled Entity infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; (vi) none of the Intellectual Property Rights used by the Company or the Controlled Entities in their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation binding on the Company, or the Controlled Entities, or in violation of the rights of any persons; (vii) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Controlled Entities, or actions undertaken by the employee while employed with the Company or the Controlled Entities; (viii) neither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (ix) the Company and the Controlled Entities are not in breach of, and have complied in all respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (x) the business of the Company and the Controlled Entities are conducted in compliance with the applicable intellectual property laws and regulations in the PRC and all other applicable jurisdictions in all respects; except in each case of (i) to (x) that would not, individually or in the aggregate, result in a Material Adverse Effect.

Possession of Intellectual Property. The CompanyExcept as described in the Registration Statement, Time of Sale Prospectus and the Prospectus, and except for such as would not, individually or in aggregate, have or result in a Material Adverse Effect, the Operating Partnership Company and the its Subsidiaries own, possess, license or have other rights been authorized to use, or can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus to be conductedProspectus, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth disclosed in the Registration Statement Statement, Time of Sale Prospectus and the Prospectus, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such of the Intellectual Property, (B) Property Rights owned by the Company or its Subsidiaries;. to the best knowledge of the Company, (ii) there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Subsidiaries or third parties of any such of the Intellectual Property, Property Rights of the Company or its Subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the Company’s or the Subsidiaries’ rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the validity validity, enforceability or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and claim; (Ev) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe Company, any Subsidiary or any affiliated entity infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the 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 its Subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The CompanyCompany owns, the Operating Partnership or has obtained valid and the Subsidiaries ownenforceable licenses for, possess, license or have other rights to use, on reasonable terms, all patentsthe inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service xxxx registrationsunregistered), trade names, service names, copyrights, licenses, inventions, trade secrets, technology, know-how secrets and other intellectual property (collectivelyproprietary information described in the Registration Statement, the “Intellectual Property”) reasonably General Disclosure Package and the Prospectuses as either being owned or licensed by it or necessary for the conduct of the its business of the Company and the Operating Partnership as now currently conducted or as proposed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectuses (collectively, “Intellectual Property”), except where the failure to own, license or have such rights would not, individually or in the aggregate, reasonably be conductedexpected to result in a Material Adverse Effect. Except as set forth in the Registration Statement Statement, the General Disclosure Package and Prospectuses or as would not, individually or in the Prospectusaggregate, reasonably be expected to result in a Material Adverse Effect, (Ai) to the knowledge of the Company’s knowledge, there are no material rights of third parties who have ownership rights to any such Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which is licensed to the Company; (Bii) to the knowledge of the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property, ; (Ciii) 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim, ; (Div) 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, scope or scope enforceability of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any facts which would could form a reasonable basis for any such claim and 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 and the Operating Partnership infringe infringes or otherwise violate violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are is unaware of any other fact facts which would could form a reasonable basis for any such claimaction, suit, proceeding or claim upon commercialization of the product candidates described in the Registration Statement, the General Disclosure Package and the Prospectuses; (vi) there is no patent or patent application known to the Company that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; (vii) to the Company’s knowledge, no employee of the Company or any subsidiary is in or has ever been in violation of any term of any patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement with, or any restrictive covenant to, a former employer where the basis of such violation relates to such employee’s employment with the Company or any subsidiary, or actions undertaken by the employee while employed with the Company or any subsidiary; and (viii) to the Company’s knowledge, there is no prior art that may render any patent application owned by the Company of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license possess or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, inventionsapprovals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of now conducted by them or presently employed by them, as described in the Company General Disclosure Package, and the Operating Partnership as now conducted expected expiration of any such Intellectual Property Rights would not, individually or as proposed in the Registration Statement and the Prospectus to be conductedaggregate, have a Material Adverse Effect. Except as set forth disclosed in the Registration Statement and the Prospectus, General Disclosure Package (Ai) to the knowledge of the Company, there are no material rights of third parties to any such of the Intellectual PropertyProperty Rights owned by the Company or its subsidiaries (other than Intellectual Property Rights licensed or granted by the Company or its subsidiaries in the ordinary course of their respective businesses), that would, individually or in the aggregate, have a Material Adverse Effect; (Bii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, (a) by the Company or its subsidiaries of any of the Intellectual Property Rights of others or (b) by third parties of any such of the Intellectual Property, Property Rights of the Company or its subsidiaries; (Ciii) 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 rights in, to or under, or the violation of any of the Company and the Operating Partnership in or to terms of, any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim; and (iv) none of the 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, except in each case covered by clauses (Dii) there is no pending or– (iv) such as would not, if determined adversely to the knowledge Company or any of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would resultits subsidiaries, individually or in the aggregate, in have a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, possess, license its subsidiaries own or possess or have other rights the right to use, use on reasonable terms, terms all patents, patent rights, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, domain names and other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for to carry on their respective businesses as described in the conduct of U.S. Prospectus, the business Canadian Prospectus and the Statutory Prospectus and as proposed to be conducted. To the knowledge of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the CompanyParent, there is no material infringement infringement, misappropriation or violation by third parties of any such Intellectual Property, (C) except such infringement, misappropriation or violation as has not had and will not have, individually or in the aggregate, a Material Adverse Effect; there is no pending or, to the knowledge of the CompanyCompany and the Parent, threatened action, suit, proceeding or claim by others challenging the rights of the Company and the Operating Partnership in or any of its subsidiaries in, to or under any such Intellectual Property, that would resultexcept for such actions, suits, proceedings or claims that, individually or in the aggregateaggregate (if the subject of any unfavorable decision, in ruling or finding), would not have a Material Adverse Effect, and neither the Company and nor the Operating Partnership are unaware Parent is aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; none of the Intellectual Property owned or controlled, (D) by license or otherwise, by the Company and its subsidiaries has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the CompanyCompany and the Parent, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would resultexcept for such actions, suits, proceedings or claims which, individually or in the aggregateaggregate (if the subject of any unfavorable decision, in ruling or finding), would not have a Material Adverse Effect, and neither the Company and nor the Operating Partnership are unaware Parent is aware of any facts which that would form a reasonable basis for any such claim and (E) action, suit, proceeding or claim; there is no pending or, to the knowledge of the CompanyCompany and the Parent, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any of its subsidiaries infringes, misappropriates or otherwise violate violates any patent, trademark, copyright, trade secret Intellectual Property or other proprietary rights of others, and none of the Company, any of its subsidiaries or the Parent has received any written notice of any such action, suit, proceeding or claim and neither the Company nor the Parent is aware of any facts that would resultform a basis of any such action, suit, proceeding or claim, except for such actions, suits, proceedings or claims that, individually or in the aggregate (if the subject of any unfavorable decision, ruling or finding), would not have a Material Adverse Effect; to the knowledge of the Company and the Parent, none of the Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company, the Parent or any of their respective subsidiaries or any contractual obligation binding on any director, officer or employee of the Company, the Parent or any of their respective subsidiaries, except as such violations that, individually or in the aggregate, in would not have a Material Adverse Effect; there is no patent or published patent application which contains claims that dominate or may dominate any Intellectual Property owned or controlled, by license or otherwise, by the Company or any of its subsidiaries or that interferes with the issued or pending claims of any such Intellectual Property; and there is no prior art of which the Company or the Parent is aware that may render any patent held by the Company invalid or any patent application held by the Company unpatentable; and all information material to the patentability of such inventions known to the inventors (or their assignees) of any inventions that are claimed in any patent applications comprising such Intellectual Property have been disclosed to the U.S. Patent and Trademark Office (the “USPTO”) in accordance with 37 C.F.R. Section 1.56; and all information submitted to the USPTO in any patent applications owned or controlled, by license or otherwise, by the Company or any of its subsidiaries, and in connection with the prosecution thereof, in the case of patents that have issued in respect thereof, was accurate, and in the case of such applications pending as of the date hereof, is accurate; and none of such inventors (or their assignees) made any misrepresentation or concealed any material information from the USPTO in any of such patent applications, or in connection with the prosecution thereof in violation of 37 C.F.R. Section 1.56; and, except as otherwise disclosed in the U.S. Prospectus, the Canadian Prospectus and the Statutory Prospectus, all Intellectual Property owned by the Company and the Operating Partnership are unaware its subsidiaries is free and clear of any other fact which would form a reasonable basis for any such claimall Liens.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, its subsidiaries own or possess, have a valid license to, or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), trademarks, service marks, trade and service xxxx registrationsbusiness names, trade names, copyrightslogos, licenses, inventionsslogans, trade secretsdress, design rights, Internet domain names, social media accounts, any other designations of source or origin, intellectual property rights in technology, know-software, data and know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy and/or other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of to carry on the business of the Company now operated by them and the Operating Partnership as now conducted or as proposed to be operated as described in the Registration Statement Statement, the General Disclosure Package, the Prospectus and the Prospectus to be conducted. Except as set forth Danish Prospectus, except where such failures would not, singly or in the Registration Statement and aggregate, reasonably be expected to result in a Material Adverse Effect. (i) Neither the ProspectusCompany nor any of its subsidiaries has received any notice of nor has engaged in any infringement, misappropriation or other violation of or conflict regarding any Intellectual Property of any third party, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual Property, (Cii) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging regarding the rights subject matter of the foregoing clause (i) and (iii) the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim. (a) All Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries (such Intellectual Property, the “Company Intellectual Property”) is valid, subsisting and enforceable, (Db) there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others any third party challenging the validity Company’s or its subsidiaries’ rights in, or the validity, ownership, registrability, enforceability or scope of of, any such Company Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, Property and (c) the Company and the Operating Partnership its subsidiaries are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact circumstances which would form a reasonable basis for any such claim. No third party is infringing, misappropriating or otherwise violating any of the Company Intellectual Property and there is no pending or threatened action, suit, proceeding or claim by the Company or any of its subsidiaries against a third party regarding the foregoing. (1) The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property material to the business of the Company or its subsidiaries has been licensed to the Company or its subsidiaries, (2) neither the Company nor any of its subsidiaries has received any written notice alleging any such non-compliance and (3) all such agreements are in full force and effect. No Intellectual Property has been obtained or is being used by the Company or its subsidiaries in violation of any material contractual obligations binding on the Company or such subsidiaries or in violation of any contractual rights of any person. All Company Intellectual Property has been duly maintained and is in full force and effect and there are no material defects in, including in connection with the filing and prosecution of, any of the Company Intellectual Property. Each person who is or was an employee or contractor of the Company or any of its subsidiaries and who is, was or is expected to be involved in the creation or development of any Intellectual Property for or on behalf of the Company or such subsidiaries has executed a valid written agreement effectively assigning to the Company or any of its subsidiaries all of such person’s rights in and to such Intellectual Property and no employee of the Company or any of its subsidiaries is in or has ever been in violation of any term of any agreement with or covenant to 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 Company and its subsidiaries have taken all reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Intellectual Property used in connection with the business of the Company and its subsidiaries and the confidentiality of such material trade secrets and material confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements. No university, military, educational institution, research center, Governmental Authority or other organization has funded, sponsored or contributed to research and development conducted in connection with the business of the Company or any of its subsidiaries that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the proprietary nature of any Company Intellectual Property or restrict the ability of the Company or any of its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property.

Possession of Intellectual Property. The CompanyTo its knowledge, the Operating Partnership and the Subsidiaries own, possess, license Company owns or have other possesses adequate rights to use, on reasonable terms, use all patents, patent applications, trade trademarks (both registered and unregistered), service marks, trade and names, trademark registrations, service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, licenses and know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) reasonably necessary for to the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) except to the knowledge of extent that the Company, there are no material failure to own or possess adequate rights of third parties to any use such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that Property would resultnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as disclosed in writing to Underwriters, the Company has not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, and or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company and challenging the Operating Partnership are unaware Company’s rights in or to or the validity of the scope of any facts which would form a reasonable basis of the Company’s owned patents, patent applications or proprietary information, except for any such claim, (D) 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, proceedings that would resultnot, individually or in the aggregate, in reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s solely owned patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company and the Operating Partnership are unaware of or by any facts which would form a reasonable basis for any such claim and (E) there is no pending or, to the knowledge non-contractual obligation of the Company, threatened actionother than by written contract, suit, proceeding license or claim by others that other agreement with the Company and the Operating Partnership infringe other than such rights or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, claims that would resultnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has not received any written notice of any claim challenging the rights of the Company in or to any Intellectual Property owned, licensed or optioned by the Company which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The CompanyCompany and Amgen--Regeneron Partners owns or possesses, the Operating Partnership and the Subsidiaries own, possess, license or have other rights will use their best efforts to use, acquire on reasonable terms, all adequate patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrightsrights, licenses, inventions, trade secrets, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, the “"Intellectual Property”") reasonably necessary for to carry on the conduct business now operated by them. Except as disclosed in the Prospectus, there is no litigation or other proceeding pending or, to the best of the Company's knowledge, threatened and no claims are presently being asserted by any third party challenging or questioning the ownership, validity, enforceability of the Company's or Amgen--Regeneron Partners' right to use or own any Intellectual Property or asserting that the use of any Intellectual Property by the Company or Amgen--Regeneron Partners or the operation of the business of the Company or Amgen--Regeneron Partners infringes upon or misappropriates the Intellectual Property of any third party, other than infringements which would not be reasonably likely to have a Material Adverse Effect on the Company and neither the Operating Partnership as now conducted Company nor Amgen--Regeneron Partners is otherwise aware of any infringement of or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of the Company, there are no material conflict with asserted rights of third parties others with respect to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement by third parties Property or of any such facts or circumstances which would render any Intellectual Property, (C) there is no pending or, Property invalid or inadequate to protect the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights interest of the Company or Amgen--Regeneron Partners therein, and which infringement or conflict (if the Operating Partnership in subject of any unfavorable decision, ruling or to any such Intellectual Propertyfinding) or invalidity or inadequacy, that would result, individually singly or in the aggregate, would result in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Company, the Operating Partnership and the Subsidiaries own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus to be conducted. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company, there is no material infringement 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 rights of the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The CompanyCompany owns or possesses, the Operating Partnership and the Subsidiaries own, possess, license or have other rights to use, can acquire on reasonable terms, all patents, patent applicationsstatutory invention rights, invention disclosures, design rights, inventions, copyrights, rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), Internet domain names, trademarks, service marks, trade and service xxxx registrationsbusiness names, trade names, copyrightstrade dress and any applications (including provisional applications), licensesregistrations, inventionsor renewals for any of the foregoing, trade secretstogether with the goodwill associated with any of the foregoing, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) reasonably ), as is necessary for the conduct of the to carry on its business of as now operated by the Company and the Operating Partnership as now conducted or as proposed to be conducted as described in the Registration Statement and the Prospectus (such Intellectual Property, the “Company Intellectual Property”), except where the failure to be conducted. Except as set forth own or possess or have the ability to acquire on reasonable terms any of the foregoing rights would not, individually or in the Registration Statement and the Prospectusaggregate, reasonably be expected to result in a Material Adverse Effect. In addition, (A) the Company has not received any written notice of infringement and to the knowledge of the Company, there is no infringement, misappropriation, or other violation of, or conflict with, any valid Intellectual Property rights of third parties by the Company, except to the extent any such infringement, misappropriation, violation or conflict would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (B) to the knowledge of the Company, (i) there is no pending or threatened action, suit, proceeding or claim against the Company or the Company Intellectual Property, as applicable, by any third party challenging the Company’s rights in, or the validity, ownership, registrability, enforceability or scope of, any Company Intellectual Property and (ii) there are no material rights of third parties facts which would form a reasonable basis for such claim, except, in each case, as would not reasonably be expected, individually or in the aggregate, to any such Intellectual Propertyhave a Material Adverse Effect, (BC) to the knowledge of the Company, there is no material infringement infringement, misappropriation, or other violation of any Company Intellectual Property by third parties of any such Intellectual Propertyparties, (CD) there all Company Intellectual Property is no pending orowned by the Company and, to the knowledge of the Company, threatened actionthere are no third parties who have rights to any Company Intellectual Property, suitincluding no liens, proceeding security interests, or claim by others challenging other encumbrances, (E) all Company Intellectual Property has been duly maintained and is in full force and effect and there are no material defects in, including in connection with the rights filing and prosecution of, any of the Company Intellectual Property, (F) to the knowledge of the Company, (i) the Company has taken reasonable steps necessary to secure the interests of the Company in the Company Intellectual Property from all employees, consultants, agents or contractors that developed such Company Intellectual Property, (ii) each person who is or was an employee or contractor of the Company and who is or was involved in the Operating Partnership creation or development of any Company Intellectual Property for or on behalf of the Company has executed an agreement containing a valid assignment to the Company of such person’s rights in and to such Intellectual Property and (iii) no such person is in or has ever been in violation of any term of any agreement or covenant to or with a former employer where the basis of such violation relates to such person’s employment with the Company or actions undertaken by such person while employed with the Company, except to the extent any such Intellectual Property, that violation would resultnot reasonably be expected, individually or in the aggregate, in to have a Material Adverse Effect, (G) the Company has taken all reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Company Intellectual Property and the confidentiality of such material trade secrets and material confidential Company Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claimconfidentiality agreements, and (DH) there is no pending or, to the knowledge of the Company, threatened actionno university, suitmilitary, proceeding educational institution, research center, Governmental Entity or other organization has funded, contributed to or sponsored research and development conducted in connection with the businesses of the Company that (i) has any claim by others challenging of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the validity or scope proprietary nature of any such Company Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim.

Possession of Intellectual Property. The Each of the Company, the Operating Partnership LLC and the Subsidiaries own, possess, license their respective subsidiaries own or have other rights a valid and enforceable right to useuse all intellectual property rights, on reasonable terms, all including in or with respect to patents, patent applications, trade and trademarks, service marks, trade and service xxxx names, trademark registrations, trade service mark registrations, domain names, copyrightsand other source indicators, licensescopyrights and copyrightable works, inventions, trade secretssoftware, source code, databases, technology, proprietary know-how how, and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, procedures) (including all goodwill associated with, and all registrations of and applications for, the foregoing) (collectively, the “Intellectual Property”) reasonably ), used or held for use in, or otherwise necessary for to the conduct of their respective businesses as currently conducted, except where the business failure to own or have the right to use any of the Company and the Operating Partnership as now conducted foregoing would not, individually or as proposed in the Registration Statement and the Prospectus aggregate, reasonably be expected to be conductedhave a Material Adverse Effect. Except as set forth in the Registration Statement and the ProspectusIntellectual Property owned, (A) to the knowledge of whether exclusively or jointly with a third party, by the Company, there are no material rights the Operating LLC and their respective subsidiaries has not been adjudged invalid or unenforceable by a court of third parties competent jurisdiction or applicable government agency, in whole or in part, and is owned free and clear of all liens, encumbrances, claims, and defects, in each case, except as would not, individually or in the aggregate, reasonably be expected to any such have a Material Adverse Effect. The registered Intellectual Property, (B) to the knowledge of Property owned by the Company, there the Operating LLC and each of their respective subsidiaries is no material infringement by third parties of any such Intellectual Propertysubsisting and, (C) to the Company’s knowledge, valid and enforceable, and there is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or claim by others challenging the ownership, validity, scope or enforceability of, or any rights of the Company and Company, the Operating Partnership in LLC or to any of their respective subsidiaries in, any such Intellectual Property, that in each case, except as would resultnot, individually or in the aggregate, in reasonably be expected to have a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claim, (D) there is no pending or, to the knowledge . Each of the Company’s, threatened actionthe Operating LLC’s and their respective subsidiaries’ conduct of their respective businesses do not infringe, suitmisappropriate or otherwise violate, proceeding and have not infringed, misappropriated or claim by others challenging the validity or scope otherwise violated, any Intellectual Property of any such Intellectual Property, that other person except as would resultnot, individually or in the aggregate, in reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, and the Company and the Operating Partnership are unaware of no person or entity has infringed, misappropriated or otherwise violated, any facts which would form a reasonable basis for any such claim and (E) there is no pending or, Intellectual Property owned by or exclusively licensed to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe LLC or otherwise violate any patentof their respective subsidiaries, trademark, copyright, trade secret or other proprietary rights of others, that except as would resultnot, individually or in the aggregate, in reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of any claim alleging the infringement, and the Company and the Operating Partnership are unaware misappropriation or other violation of any Intellectual Property of any other fact person by the Company, the Operating LLC or any of their respective subsidiaries, which would form infringement, misappropriation or other violation if the subject of an unfavorable decision, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company, the Operating LLC and their respective subsidiaries use, and have used, commercially reasonable basis for efforts in accordance with customary industry practice to appropriately protect, maintain and safeguard the confidentiality of all material trade secrets with the execution of customary nondisclosure and confidentiality agreements. To the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives, contractors and agents of the Company, the Operating LLC or any of their respective subsidiaries or other parties, all of whom are bound by written confidentiality agreements. Each employee or contractor who has developed material Intellectual Property on behalf of the Company, the Operating LLC or any of their respective subsidiaries has executed a valid and enforceable invention assignment agreement whereby such employee or contractor presently assigns all of his or her right, title and interest in and to such material Intellectual Property, giving the Company, the Operating LLC and their respective subsidiaries sole and exclusive ownership of the Intellectual Property developed by such person in connection with his or her employment or engagement, as applicable, with the Company, the Operating LLC or their respective subsidiaries. To the Company’s knowledge, neither the Company nor the Operating LLC is in breach or violation nor has received written notice of any asserted or threatened claim of any breach or anticipated breach or violation by any other person to any such claimagreement.

Possession of Intellectual Property. The Except as described in the Registration Statement and the Prospectus, the Company, the Operating Partnership or a Subsidiary, as applicable, owns, or has obtained valid and the Subsidiaries ownenforceable licenses for, possess, license or have other rights to use, on reasonable terms, all patentsthe inventions, patent applications, trade patents, trademarks (both registered and service marks, trade and service xxxx registrationsunregistered), trade names, copyrights, licenses, inventions, trade secrets, technology, know-how secrets and other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to be conducted. Except own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”); except as set forth described in the Registration Statement and the Prospectus, (Ai) there are no third parties who have or, to the knowledge of the CompanyCompany and the Operating Partnership, there are no material will be able to establish rights of third parties to any such Intellectual Property, (B) except for the ownership rights of the owners of the Intellectual Property which the Registration Statement and the Prospectus disclose is licensed to the knowledge Company or the Operating Partnership and for licenses for or other rights to use Intellectual Property which is licensed to the Company or the Operating Partnership on a non-exclusive basis; (ii) none of the Company, there is no material the Operating Partnership or 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 CompanyCompany and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the rights of the Company Company’s and the Operating Partnership Partnership’s rights in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim, ; (Div) there is no pending or, to the knowledge of the CompanyCompany and the Operating Partnership, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any facts which would could form a reasonable basis for any such claim and claim; (Ev) there is no pending or, to the knowledge of the CompanyCompany and the Operating Partnership, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any Subsidiary infringes or otherwise violate violates any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact facts which would 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 Company or the Operating Partnership; 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 not been disclosed to the U.S. Patent and Trademark Office.

Possession of Intellectual Property. The Company, the Operating Partnership Company and the Subsidiaries own, its subsidiaries own or possess, license or have other rights or, to useits knowledge, can acquire on reasonable terms, all adequate patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrightsrights, licenses, inventions, trade secrets, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, the “Intellectual Property”) reasonably necessary for the conduct of to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the Operating Partnership as now conducted subject of any unfavorable decision, ruling or as proposed finding) or invalidity or inadequacy, singly or in the Registration Statement and the Prospectus to be conductedaggregate, would result in a Material Adverse Effect. Except as set forth in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (Ai) to the knowledge of the Company, there are no material rights of third parties to any such Intellectual Property, (B) to the knowledge of the Company’s knowledge, there is no material infringement by any third parties party of any such Intellectual Property, Property owned by or exclusively licensed to the Company or any of its subsidiaries; (Cii) there is no pending or, to the knowledge Company’s knowledge, threatened (in writing) action, suit, proceeding or claim by others against the Company or any of its subsidiaries for any claim of infringement or misappropriation by the Company or any of its subsidiaries or conflict with asserted Intellectual Property of such others or challenging the Company’s or such subsidiary’s rights in or to any Intellectual Property owned by or exclusively licensed to the Company; and (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the rights of against the Company and the Operating Partnership in or to any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others its subsidiaries challenging the validity or scope of any Intellectual Property owned by or exclusively licensed to the Company; to the Company’s knowledge, such Intellectual PropertyProperty owned by, that would resultor exclusively licensed to, individually or in the aggregate, in a Material Adverse Effect, and the Company are valid and the Operating Partnership are 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 Company, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claimenforceable.

Possession of Intellectual Property. The CompanyExcept for the third party patents or patent applications of which the Company is aware as set forth in the Prospectus in the second paragraph under the heading “Risk Factors — Third party claims of intellectual property infringement may prevent or delay our drug discovery and development efforts”, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license or have can acquire on reasonable terms adequate trademarks, trade names and other rights to useinventions, on reasonable termsknow-how, all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how confidential information and other intellectual property (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for the conduct of the business of the Company and the Operating Partnership as now conducted or as proposed in the Registration Statement and the Prospectus General Disclosure Package to be conducted. Except as set forth conducted by them, except where such failure to own, possess, license, or acquire such Intellectual Property Rights would not, individually or in the Registration Statement aggregate, have a Material Adverse Effect, and the Prospectus, (A) to the knowledge of the Company there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or any of its subsidiaries of any of Intellectual Property Rights of a third party. Except as disclosed in the General Disclosure Package and the Final Prospectus (i) to the Company’s knowledge, there are no material rights of third parties to any such of the Intellectual Property, Property Rights owned by the Company or any of its subsidiaries; (Bii) to the knowledge of the Company’s knowledge, there is no material infringement infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties of any such of the Intellectual Property, Property Rights of the Company or any of its subsidiaries; (Ciii) 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 rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim, ; (Div) 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, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are is unaware of any facts which would form a reasonable basis for any such claim and 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 and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or any of its subsidiaries in their respective businesses has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The To the Company’s Knowledge, the Operating Partnership Company and the Subsidiaries its subsidiaries own, possess, license or have other rights to use, can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrationsterms sufficient trademarks, trade names, inventions, patents, patent rights, copyrights, domain names, licenses, inventions, trade secrets, technologyapprovals, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, the “Intellectual PropertyProperty Rights”) reasonably necessary for or material to the conduct of the business of the Company and the Operating Partnership as now conducted conducted, except where the failure to so own, possess, license or as proposed otherwise acquire would not, individually or in the Registration Statement and the Prospectus aggregate, reasonably be expected to be conductedhave a Material Adverse Effect. Except as set forth in the Registration Statement and the Prospectus, (A) to the knowledge of To the Company’s Knowledge, there are no material rights of third parties to any of the Intellectual Property Rights owned by the Company or the Subsidiaries except such Intellectual Propertyas would not, (B) if determined adversely to the knowledge Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. To the Company’s Knowledge, there is no material infringement infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties of any of the Intellectual Property Rights of the Company or the Subsidiaries except such Intellectual Propertyas would not, (C) there if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. There is no pending or, to the knowledge of the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to, or the violation of any of the Company and the Operating Partnership in or to terms of, any such of their Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse EffectProperty Rights, and the Company and the Operating Partnership are 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, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, that would result, individually or in the aggregate, in a Material Adverse Effect, and the Company and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claim except such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. There is no pending, or to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and (E) there the Company is unaware of any facts which would form a reasonable basis for any such claim except such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. There is no pending or, to the knowledge of the Company’s Knowledge, threatened action, suit, proceeding or claim by others that the Company and the Operating Partnership infringe or any subsidiary infringes, misappropriates or otherwise violate violates or conflicts with any patent, trademark, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, that would result, individually or in the aggregate, in a Material Adverse Effect, others and the Company and the Operating Partnership are is unaware of any other fact which would form a reasonable basis for any such claimclaim except such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. There is no court-issued order, judgment, decree or injunction restricting the operation of the Company’s business on the basis of a conflict with or infringement of the patent rights of any third party except such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. None of the Intellectual Property Rights used by the Company or the Subsidiaries in their businesses has been obtained or is being used by the Company or the Subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any persons, except such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.