Common use of Possession of Intellectual Property Clause in Contracts

Possession of Intellectual Property. The Company and the Subsidiaries own or have valid, binding, enforceable and sufficient licenses or other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) the Company and the Subsidiaries own each Subsidiary owns or have valid, binding, enforceable and sufficient licenses has adequate rights (or other believes it can obtain adequate rights on reasonable terms) to use the patents and all trademarks, trademark applications, trade names, domain names, patents, patent applications, patent rights, copyrights, trademarkstechnology, know-how, trade secrets, service marks, trade namesdress rights, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development proprietary rights (collectively, the “Company Intellectual Property”); ) and has such other licenses, approvals, permits, and governmental authorizations with respect to such Intellectual Property, in each case sufficient to conduct its business as now conducted and as now proposed to be conducted, except as for the absence of rights to Intellectual Property that would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is validand, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure none of the U.S. Patent Intellectual Property of the Company or any Subsidiary is invalid or unenforceable, except where such invalidity or unenforceability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and Trademark Office all material patent applications of the Company and each Subsidiary have been properly filed and, to the Company’s knowledge, prosecuted in accordance with all applicable laws, (ii) the Company has no knowledge that the conduct of its business or the business of any similar foreign intellectual property office (collectivelySubsidiary, as now conducted, and as now proposed to be conducted, will infringe, misappropriate, conflict, or otherwise interfere with, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights Intellectual Property of any third person party which, individually or in the aggregate, would reasonably be expected to have breached a Material Adverse Effect, (iii) the Company is not aware of any contract in connection with which any Company infringement, misappropriation, conflict or violation by Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, owned or provide other consideration to controlled by any third party in connection party, of or with the Company or any Subsidiary’s Intellectual Property other than as disclosed Property, which, individually or in the Prospectus; aggregate, would reasonably be expected to have a Material Adverse Effect, (iv) there is no person has asserted pending or, to the Company’s knowledge, threatened to assert any claim againstaction, suit, proceeding, or notified, other claim against the Company (or any of the Subsidiaries) in writing (Subsidiary or, to the knowledge Company’s knowledge, any employee of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third personSubsidiary, (B) asserting that the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Subsidiary’s Intellectual Property is providedinfringes third party Intellectual Property, (C) such person will terminate a contract described in clause (B) which, individually or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect, and (v) neither the Company nor any Subsidiary has received any written notice of infringement with respect to any patent or any written notice challenging the validity, scope or enforceability of any Intellectual Property owned by or licensed to the Company or any Subsidiary, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each Subsidiary’s Intellectual Property is free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest whether imposed by agreement, contract, understanding, law or equity, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. (A) The Company and the its Subsidiaries own own, or have validobtained valid and enforceable licenses for, binding, enforceable and sufficient licenses or other rights to use use, the patents and inventions, patent applications, copyrightspatents, trademarks, service marksadequate trademarks (both registered and unregistered), trade names, technologyservice names, copyrights, trade secrets, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) how, confidential information and other intellectual property necessary or used in any material respect property, rights to conduct their respective businesses in the manner in which they are being conducted inventions and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products proprietary information described in the Prospectus Registration Statement and the General Disclosure Package (if any) as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by them or which are necessary for the Company conduct of their respective businesses as currently conducted, or any presently employed by them (including the commercialization of products or services described in the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company Registration Statement and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office General Disclosure Package (if any) as under development) (collectively, the “Patent Officesintellectual property rights”); neither the Company nor the Subsidiaries (B) there are no third parties who have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened will be able to assert establish rights to any claim againstintellectual property rights, or notifiedexcept for, and to the extent of, the Company (or any ownership rights of the Subsidiariesowners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) in writing and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the knowledge of Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, orallyto the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that (A) the Company or any of the its Subsidiaries has infringed infringes or otherwise violated violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights of any third person, (B) have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Subsidiaries is Company, to its knowledge, has complied with all applicable U.S. laws in breach or default the preparation and prosecution of any contract under which any Company Intellectual Property is providedtheir patents, (C) such person will terminate a contract described patent applications, trademarks and service marks, except in clause each case covered by clauses (B) or – (G) such as would not, if determined adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the its Subsidiaries, except as would not reasonably be expected to individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or possess, have valida valid license to, bindingor can acquire on reasonable terms, enforceable and sufficient licenses or other adequate rights to use the patents and all patents, patent applications, copyrightsstatutory invention rights, trademarkscommunity designs, service marksinvention disclosures, trade namesrights in utility models and industrial designs, technologyinventions, registered and unregistered copyrights (including copyrights in software), intellectual property rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, business names, trade names, logos, slogans, trade dress, design rights) , Internet domain names, social media accounts, any other designations of source or origin, 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, “Intellectual Property”) necessary or used to carry on in any all material respect respects the business now operated by them and as currently proposed to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated be operated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company General Disclosure Package and the SubsidiariesProspectus. In addition, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; i) neither the Company nor any of the Subsidiaries is obligated to pay a royaltyits subsidiaries has received any notice of nor has it engaged in any infringement, grant a license, misappropriation or provide other consideration to violation of or conflict regarding any Intellectual Property of any third party in connection with by the Company Intellectual Property other than as disclosed in the Prospectus; or its subsidiaries, (ii) there is no person has asserted pending or, to the Company’s knowledge, threatened to assert any action, suit, proceeding or claim against, or notified, regarding the subject matter of the foregoing and (iii) the Company and its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim, except in each case as would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Further, (a) all Intellectual Property owned by or any of the Subsidiaries) in writing (or, exclusively licensed to the knowledge of the Company, orally) that (A) the Company or any of its subsidiaries that is necessary to carry on the Subsidiaries has infringed business now operated by them and as currently proposed to be operated as described in the Registration Statement, the General Disclosure Package and the Prospectus (such Intellectual Property, the “Company Intellectual Property”) is valid, subsisting and enforceable, (b) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or otherwise violated claim by any intellectual property rights third party challenging the validity, ownership, registrability, enforceability or scope of any third person, such Company Intellectual Property and (Bc) the Company or any of the Subsidiaries is in breach or default and its subsidiaries are unaware of any contract under facts or circumstances which would form a reasonable basis for any Company Intellectual Property is providedsuch claim. No third party is, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company’s knowledge, no third party is infringing infringing, misappropriating or otherwise violating any of the Company Intellectual Property owned in any material respect 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 Subsidiariesforegoing. In addition, (1) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, (2) neither the Company nor any of its subsidiaries has received any written notice alleging any such noncompliance and are unaware of any facts or circumstances which would form a reasonable basis for any such claim, and (3) all such agreements are in full force and effect, except in each case as would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. 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 or prosecuting 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 or was involved in the creation or development of any Intellectual Property for or on behalf of the Company has executed a valid agreement containing an enforceable assignment to the Company or any of its subsidiaries of such person’s rights in and to such Intellectual Property. To the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in material 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. 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 necessary to carry on in all material respects the business now operated by them and as currently proposed to be operated as described in the Registration Statement, the General Disclosure Package and the Prospectus and, to the Company’s knowledge, 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 Entity 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, except in each case as would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect.

Possession of Intellectual Property. The Company Except as disclosed in the Pricing Disclosure Package and the Subsidiaries own or have validProspectus, bindingthe Company owns, enforceable and sufficient possesses, licenses or other can acquire on reasonable terms rights to use the patents and trademarks, trade names, patent applicationsrights, copyrights, trademarksinternet domain names, service markslicenses, trade namessecrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted rights, including registrations and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the “Company conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property”); except as Property Rights would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, . To the Company Intellectual Property is valid, subsisting and enforceable, and none knowledge of the patents owned Company, there is no material infringement or licensed misappropriation by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any Rights of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than party. Except as disclosed in the ProspectusPricing Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company; (ii) to the knowledge of the Company, there is no person has asserted material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to assert any claim againstof Company’s Intellectual Property Rights; (iv) there is no pending, or notifiedto the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company (validity, enforceability or any scope of the SubsidiariesCompany’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (v) in writing (there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company 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 that is binding on the Company; except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, orally) that (A) the Company individually or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have result in a Material Adverse Effect.

Possession of Intellectual Property. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the Subsidiaries its subsidiaries own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property necessary (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or used in any the Prospectus or that is material respect to the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the manner in which they are being conducted Registration Statement, the General Disclosure Package and in the manner in which it is contemplated Prospectus. Except as set forth in the Prospectus or otherwise necessary or used in connection with Registration Statement, the commercialization of the existing products of the Company General Disclosure Package and the Subsidiaries Prospectus and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; i) neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice or is obligated to pay a royalty, grant a license, otherwise aware of any infringement of or provide other consideration conflict with rights of others with respect to any third party in connection with Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiariesits subsidiaries therein; (ii) in writing (there are no third parties who have or, to the knowledge of the Company, orally) that (A) will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the Subsidiaries has infringed or otherwise violated any intellectual property extent of, the ownership rights of any third personthe owners of the Intellectual Property which the Registration Statement, (B) the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Subsidiaries its subsidiaries; (iii) there is in breach or default of any contract under which any Company Intellectual Property is providedno pending or, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violating violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property owned by has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and (v) 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 or any of its subsidiaries or that challenges the Subsidiariesvalidity, except as would not reasonably be expected to have a Material Adverse Effectenforceability or scope of any such Intellectual Property.

Possession of Intellectual Property. The Company Except as described in the Registration Statement, the General Disclosure Package, and the Subsidiaries own or have validProspectus, binding, enforceable and the Company owns sufficient licenses or other rights to use the patents and all patents, patent rights, patent applications, inventions, copyrights, know how (including trade secrets and other proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, technologytrade and service xxxx registrations, know-how (including trade secrets names, designs, processes, licenses, computer programs, technical data and other unpatented and/or unpatentable proprietary rights) information, and other intellectual property (collectively, “Intellectual Property”) that are reasonably necessary or used in any material respect to conduct their respective businesses in carry on the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products business of the Company as currently conducted or as proposed to be conducted as disclosed in the Registration Statement, the General Disclosure Package and the Subsidiaries and Prospectus, except where any failure to own, possess, have the products described in right to use or the Prospectus as being under development (collectively, ability to acquire any of the “Company Intellectual Property”); except as foregoing would not reasonably be expected to have result in a Material Adverse Effect, Effect on the Company. The Intellectual Property of the Company Intellectual Property is validhas not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, subsisting and enforceable, and none of the patents owned in whole or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to in part. To the Company’s knowledge, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there are no material defects of form in the preparation or filing of any of the patents or patent applications included in the Intellectual Property; (ii) the Company has taken reasonable steps to obtain executed nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their licensors, have complied with employees; and (iii) the duty of candor and disclosure of good faith as required by the U.S. United States Patent and Trademark Office during the prosecution of the United States patents and any similar foreign intellectual property office (collectively, patent applications included in the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than have been complied with. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim againstthere is no pending, or notifiedthreatened in writing, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property owned by the Company; (B) challenging the validity, enforceability or scope of any Intellectual Property owned by the Company; or (C) asserting that the Company materially infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Company General Disclosure Package or the Prospectus as under development, materially infringe, misappropriate, or otherwise violate, any intellectual property rights of others. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus: (or any of the SubsidiariesA) in writing (or, to the knowledge of the Company, orally) that (A) the Company there is no infringement or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights misappropriation by third parties of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company; and (B) the Company, to its knowledge, is not infringing the intellectual property rights of third parties. The lead product candidates, AMT-101 and AMT-126, described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by the Company or any falls within the scope of the Subsidiariesclaims of one or more patents or patent applications owned by, except as would not reasonably be expected to have a Material Adverse Effectthe Company.

Possession of Intellectual Property. The Company and the Subsidiaries own owns, possesses or have validcan acquire on reasonable terms sufficient trademarks, binding, enforceable and sufficient licenses or other rights to use the patents and patent applicationstrade names, copyrights, trademarks, service marksdomain names, trade namessecrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect and similar rights (other than patents), including registrations and applications for registration thereof and licenses and approvals to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development use thereof (collectively, “Non-Patent Intellectual Property Rights”) necessary to the “Company conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by it, except where such failure to own, possess or acquire such Non-Patent Intellectual Property”); except as Property Rights would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, the Company owns, possesses or can acquire on reasonable terms sufficient rights to the patents presently practiced by the Company, which are necessary to the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by it, except where such failure to own or possess such patent rights would not, individually or in the aggregate, have a Material Adverse Effect. The Non-Patent Intellectual Property is valid, subsisting Rights and enforceable, and none the patent rights are referred to herein collectively as the “Intellectual Property Rights.” Except as disclosed in the General Disclosure Package (i) there are no rights of the patents owned or licensed by the Company or third parties to any of the Subsidiaries is unenforceable or invalidIntellectual Property Rights owned by the Company, other than licenses granted to customers, suppliers, and none contractors of the patent applications owned or licensed by Company in the Company or any ordinary course of business with respect to the Subsidiaries would be unenforceable or invalid if issued as patentsCompany’s products and services; the Company and the Subsidiaries, and (ii) to the Company’s knowledge, their licensorsthere is no material infringement, have complied with misappropriation, breach, default or other violation, or the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights occurrence of any third person event that with notice or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor passage of time would constitute any of the Subsidiaries foregoing, by a third party of any Intellectual Property Rights owned by the Company; (iii) there is obligated no pending or, to pay a royaltyCompany’s knowledge, grant a licensethreatened action, suit, proceeding or claim by others challenging the Company’s rights in or to, or provide other consideration to the violation of any third party in connection with of the terms of, any of the Intellectual Property Rights owned by the Company, and the Company Intellectual Property other than as disclosed in the Prospectusis unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no person has asserted pending or, to the Company’s knowledge, threatened to assert action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any claim againstIntellectual Property Rights owned by the Company, or notified, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (or any of the Subsidiariesv) in writing (there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates, breaches, defaults or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company 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 which are necessary to the conduct of the business as now conducted or proposed in the General Disclosure Package to be conducted by it has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company, orally) that (A) the Company or any in violation of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third personpersons, except in each case covered by clauses (Bi) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, — (Cvi) such person will terminate a contract described in clause (B) or as would not, if determined adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing individually or otherwise violating any of in the Company Intellectual Property owned by the Company or any of the Subsidiariesaggregate, except as would not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Each of the Company and each Subsidiary owns or possesses the Subsidiaries own or have valid, binding, enforceable and sufficient licenses or other rights right to use the all patents and patent applications, trademarks, trademark registrations and applications, service marks, service mxxx registrations and applications, tradenames, copyrights, copyright registrations and applications, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other intellectual property (collectively, “Intellectual Property”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the General Disclosure Package and the Final Prospectus, and the Company is not aware of any claim to the contrary or any challenge by any other person or entity to the rights of the Company or any Subsidiary with respect to the foregoing except for those in the General Disclosure Package and the Final Prospectus or those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Each of the Company and each Subsidiary has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person or entity to any Intellectual Property license. To the Company’s knowledge, the Company’s and each Subsidiary’s respective businesses as now conducted does not infringe, misappropriate or otherwise violate or conflict with any valid patents, trademarks, service marks, trade names, technologycopyrights, know-how (licenses or other Intellectual Property or franchise right of any person or entity. Except as disclosed in the General Disclosure Package and the Final Prospectus, there is no claim outstanding against the Company or any Subsidiary alleging the infringement, misappropriation or other violation by the Company or such Subsidiary of any patent, trademark, service mxxx, trade name, copyright, license or other Intellectual Property or franchise right of any person or entity. Each of the Company and each Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including trade secrets the execution of appropriate nondisclosure and confidentiality agreements. Except as described in the Final Prospectus, all granted Intellectual Property owned by the Company and/or each Subsidiary is valid and enforceable. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary person or entity in respect of, the Company or any Subsidiary’s right to own, use, or hold for use any of the Intellectual Property as owned, used or held for use in any material respect to the conduct of their respective businesses as currently conducted. With respect to the use of the software in the manner Company or any Subsidiary’s business as it is currently conducted, neither the Company nor any Subsidiary has experienced any material defects in which they are being conducted and such software including any material error or omission in the manner processing of any transactions other than defects which have been corrected. The Company and the Subsidiaries have at all times complied in which it is contemplated as set forth all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company and the Subsidiaries in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products conduct of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to Subsidiaries’ business. No claims have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned been asserted or licensed by threatened against the Company or any Subsidiary alleging a violation of any person’s privacy or personal information or data rights and the consummation of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted ortransactions contemplated hereby, to the Company’s knowledge, threatened will not breach or otherwise cause any violation of any law related to assert any claim againstprivacy, data protection, or notifiedthe collection and use of personal information collected, the Company (used, or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, held for use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any Subsidiary in the conduct of the SubsidiariesCompany’s or such Subsidiary’s business, except for such breaches or violations as would not reasonably be expected cause a Material Adverse Effect. Each of the Company and each Subsidiary has taken reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse, except for those that would not have a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries own Except as would not, individually or have valid, binding, enforceable and sufficient licenses or other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyaggregate, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is validand its subsidiaries own, subsisting possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and enforceableservice marks, trade and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalidservice mark registrations, trade names, patent rights, copyrights, licenses, inventions, trade secrets, technology, know-how and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign other intellectual property office (collectively, the “Patent OfficesIntellectual Property”); neither ) necessary for the conduct of the Company’s business as now conducted or as described in each of the General Disclosure Package and the Final Prospectus. Except as set forth in the General Disclosure Package and as would not, individually or in the aggregate, have a Material Adverse Effect, (A) there are no rights of third parties to any of the Intellectual Property owned by the Company nor or its subsidiaries other than non-exclusive licenses granted in the Subsidiaries have infringed or otherwise violated any intellectual property rights ordinary course of business; (B) there is no infringement by third parties of any third person or have breached any contract in connection with which any Company such Intellectual Property is provided owned by or exclusively licensed to the Company and the Subsidiariesor its subsidiaries; neither the Company nor any of the Subsidiaries (C) there is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (pending or, to the knowledge of the Company, orally) that (A) threatened action, suit, proceeding or claim by others challenging the Company Company’s or any of the Subsidiaries has infringed subsidiary’s rights in or otherwise violated to any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or Property; (D) otherwise concerns the ownershipthere is no pending or, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, (E) there is no third party is infringing pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company’s business as now conducted infringes or otherwise violating violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and (F) none of the Company Intellectual Property owned used by the Company or its subsidiaries in their business has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Subsidiaries, except as would not reasonably be expected to have a Material Adverse EffectCompany or any of its subsidiaries in violation of the rights of any persons.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or possess, or have valid, binding, enforceable and sufficient licenses valid license to practice under or other rights to use the patents patents, statutory invention rights, community designs, invention disclosures, rights in utility models and patent applicationsindustrial designs, copyrightsinventions, trademarksregistered and unregistered copyrights (including copyrights in software), service marksintellectual property rights in technology and software, trade names, technologydata, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, business names, trade names, logos, slogans, trade dress, design rights) , Internet domain names, social media accounts, any other designations of source or origin, 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 necessary or (collectively, “Intellectual Property”) used in any material respect or necessary to conduct carry on their respective businesses in the manner in which they are being now operated by them and as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus Registration Statement, the General Disclosure Package and the Prospectus. Except as being under development otherwise disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of, or, to the Company’s knowledge has engaged in any infringement, misappropriation or other violation of or conflict with any Intellectual Property of any third party, except any such infringement, misappropriation or other violation which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There is no pending, and the Company has received no notice of any threatened, action, suit, proceeding or claim regarding any such infringement, misappropriation or violation. All Intellectual Property, except for applications therein, owned by or exclusively licensed to the Company or any of its subsidiaries (collectivelysuch Intellectual Property, the “Company Intellectual Property”); ) is subsisting and, to the Company’s knowledge, is valid and enforceable. There is no pending, and the Company has received no notice of any threatened, action, suit, proceeding or claim by any third party challenging the Company’s rights in or the validity, ownership, registrability, enforceability or scope of any Company Intellectual Property and the Company and its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim. No third party is, to the Company’s knowledge, infringing, misappropriating or otherwise violating any of the Company Intellectual Property, except as any such infringement, misappropriation or other violation which would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, the Company Intellectual Property and there is validno pending or threatened action, subsisting and enforceablesuit, and none of the patents owned proceeding or licensed claim by the Company or any of its subsidiaries against a third party regarding the Subsidiaries is unenforceable or invalid, foregoing. The Company and none its subsidiaries have complied in all material respects with the material terms of the patent applications owned or each agreement pursuant to which Intellectual Property has been licensed by to the Company or its subsidiaries, neither the Company nor any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiariesits subsidiaries has received any notice alleging noncompliance of such material terms in any such agreement, and to the Company’s knowledge, their licensors, have complied with the duty of candor all such agreements are in full force and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any effect. No Company Intellectual Property has been obtained or is provided to being used by the Company and in violation of any material contractual obligations binding on the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company. All Company Intellectual Property other than as disclosed has been duly maintained and, except for applications therein, is in the Prospectus; no person has asserted orfull force and effect and, to the Company’s knowledge, threatened to assert any claim againstthere are no material defects, including in connection with the filing or notifiedprosecution of, the Company (or in any of the Subsidiaries) in writing (or, to the knowledge Company Intellectual Property. Each person who is or was an employee or contractor of the Company, orally) that (A) the Company or any of its subsidiaries and who is, was or is expected to be involved in the Subsidiaries has infringed creation or otherwise violated any intellectual property rights development of any third Intellectual Property for or on behalf of the Company has executed a valid written agreement effectively assigning to the Company or such subsidiaries all of such person’s right, (B) title and interest in and to such Intellectual Property and, to the Company’s knowledge, no employee of the Company or any of the Subsidiaries its subsidiaries is in breach or default has ever been in violation of any contract under which material term of any agreement with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries. The Company and its subsidiaries take and have taken commercially reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Company Intellectual Property used in connection with the business of the Company and its subsidiaries now operated by them and, to the Company’s knowledge, the confidentiality of such material trade secrets and material confidential Company Intellectual Property has not been disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements. No university, military, educational institution, research center, Governmental Entity or other organization has funded or sponsored research and development conducted in connection with the business of the Company or any of its subsidiaries now operated by them that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (Dii) otherwise concerns would affect the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, proprietary nature of any Company Intellectual Property (other than a patent office review of pending applications in or restrict the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any ability of the Company or any of its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property Property. None of the software developed or owned by the Company or its subsidiaries is currently held in escrow or subject to any of escrow obligation or any condition, obligation or other requirement that it be licensed pursuant to a free or open source software license or that the Subsidiariessource code for such software be delivered, except as would not reasonably be expected disclosed, licensed or otherwise made available to have a Material Adverse Effectany other Person.

Possession of Intellectual Property. The Company Fund owns and the Subsidiaries own possesses or have validhas valid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property necessary or used in any material respect to conduct their respective businesses (collectively, “Intellectual Property”) that is described in the manner in which they are being conducted and in Registration Statement, the manner in which it is contemplated as set forth in the Prospectus General Disclosure Package or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyowned and possessed or used by the Fund or that is necessary for and material to the conduct of its businesses as currently conducted, or as proposed to be conducted and as described in the Registration Statement, the “Company General Disclosure Package and the Prospectus; and the Fund has not 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 Fund and which infringements or conflicts could reasonably be expected to result in a Material Adverse Effect; there are no third parties who have or, to the knowledge of the Fund or the Investment Manager, will be able to establish rights to any Intellectual Property of the Fund, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Fund and for such rights as could not reasonably be expected to result in a Material Adverse Effect; there is no pending or, to the knowledge of the Fund, threatened action, suit, proceeding or claim by others challenging the Fund’s rights in or to any such Intellectual Property”), or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Fund infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Fund is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, except for such claims that could not reasonably be expected to result in a Material Adverse Effect; the Fund has complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Fund, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement, except as would for such instances of non-compliance and events and conditions that could not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (orand, to the knowledge of the CompanyFund, orally) there is no patent or patent application that (A) contains claims that interfere with the Company issued or pending claims of any such Intellectual Property of the Subsidiaries has infringed Fund or otherwise violated any intellectual property rights that challenges the validity, enforceability or scope of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company such Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not that could reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (i) the Company and the Subsidiaries own its subsidiaries own, possess or have validcan promptly obtain on commercially reasonable terms a valid and enforceable license to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent applicationsrights, licenses, inventions, copyrights, technology, software, databases, know how (including any trade secrets and any other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, technologytrade dress, know-how domain names and other source identifiers, and any other similar intellectual property or proprietary rights in any jurisdiction throughout the world (including trade secrets any and other unpatented and/or unpatentable proprietary rightsall issuances and registrations and applications for issuance or registration of, and all goodwill associated with, any of the foregoing, as applicable) and other intellectual property necessary (collectively, “Intellectual Property”) used or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus held for use in, or otherwise necessary or used in connection with to, the commercialization conduct of the existing products of the Company business as now operated by them and the Subsidiaries and the products described as proposed to be operated in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting Pricing Disclosure Package and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiariesii) in writing (or, to the knowledge of the Company, orallythe Company’s and its subsidiaries’ conduct of their business does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any others with respect to any Intellectual Property (it being understood that the foregoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1))); (iii) that neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of, (A) any pending or threatened action, suit, proceeding or claim by any third party against the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, its subsidiaries (Bx) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the Subsidiaries is in breach ownership, validity, enforceability or default scope of any contract under which any Company Intellectual Property is provided, owned by or licensed to the Company or any of its subsidiaries or (Cz) such person will terminate a contract described challenging the Company’s or any of its subsidiaries’ rights in clause or to any of the Intellectual Property or (B) any facts that would form a reasonable basis for any such action, suit, proceeding or adversely alter the scope of the rights provided thereunder or claim; (Div) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the SubsidiariesCompany or such subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, except as would not reasonably be expected in each case, free and clear of all liens, encumbrances, defects or other restrictions; and (vi) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to have a Material Adverse Effectmaintain the confidentiality of all Intellectual Property of the Company and its subsidiaries the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof and, to the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, all of whom are bound by written and enforceable confidentiality agreements.

Possession of Intellectual Property. The Company and the Subsidiaries own its subsidiaries own, possess or have valid, binding, enforceable and can acquire on reasonable terms sufficient licenses or other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technologypatent rights, copyrights, domain names, licenses, approvals, trade secrets, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property (collectively, “Intellectual Property Rights”) necessary or used in any material respect to the conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products business now conducted or as described in the Prospectus General Disclosure Package to be conducted by them. Except as being under development disclosed in the General Disclosure Package (collectively, i) there are no rights of third parties to any of the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents Rights owned or licensed by the Company or its subsidiaries, other than Intellectual Property Rights licensed on a non-exclusive basis by the Company to customers or partners in the ordinary course of business; (ii) 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 Subsidiaries is unenforceable or invalidforegoing, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the SubsidiariesCompany, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (its subsidiaries or, to the knowledge of the Company, orally) that (A) third parties of any of the Intellectual Property Rights of the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third personits subsidiaries; (iii) there is no pending or, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or otherwise violating claim by others challenging the Company’s or any subsidiary’s rights in or to, or the violation of any of the Company terms of, any of their Intellectual Property owned Rights, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit or proceeding; (iv) other than actions which occur in the prosecution of patent and other Intellectual Property Rights applications, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit or proceeding; (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company 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 Subsidiariesaggregate, except as would not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The To the knowledge of the Company, the Company and the Subsidiaries own its subsidiaries own, possess, license or have valid, binding, enforceable and can acquire on reasonable terms sufficient licenses or other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technologyinventions, patents, patent rights, copyrights, domain names, licenses, approvals, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rightsor 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 used in any material respect to the conduct their respective businesses in of the manner in which they are being business as now conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyGeneral Disclosure Package, except where the “Company Intellectual Property”); except as failure to so own, possess, license or otherwise acquire would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, . Except as disclosed in the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and General Disclosure Package (i) to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property there are no rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided parties to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries Intellectual Property Rights owned by the Company or its subsidiaries; (ii) to the Company’s knowledge, there is obligated to pay a royaltyno material infringement, grant a licensemisappropriation breach, default or other violation, or provide other consideration to the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third party in connection with parties of any of the Intellectual Property Rights of the Company Intellectual Property other than as disclosed in the Prospectusor its subsidiaries; (iii) there is no person has asserted pending or, to the Company’s knowledge, threatened to assert action, suit, proceeding or claim by others challenging the Company’s or any claim againstsubsidiary’s rights in or to, or notified, the Company (or violation of any of the Subsidiariesterms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) in writing 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 the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company 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, orallyany of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) that – (Avii) such as would not, if determined adversely to the Company or any of the Subsidiaries has infringed its subsidiaries, individually or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 2(w) are the only representations and warranties made by the Company with respect to any and all intellectual property related matters.

Possession of Intellectual Property. The Company and owns, or possesses the Subsidiaries own or have valid, binding, enforceable and sufficient licenses or other rights right to use the patents and patent applicationsall patents, licenses, inventions, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trade marks, service marks, trade names, software, domain names and other intellectual property including registrations and applications for registrations thereof (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary or used in any material respect to for the conduct of their respective businesses in the manner in which they are being as currently conducted or as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company General Disclosure Package and the SubsidiariesProspectus. Without limitation to the foregoing, and (i) there are no third parties who have or, to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and will be able to establish rights to any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property owned by the Company; (ii) there is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to assert any claim againstsuch Intellectual Property, or notifiedchallenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (or iii) the Company has complied with the terms of each agreement pursuant to which any of the Subsidiaries) in writing (or, Intellectual Property has been licensed to the knowledge of the Company, orallyand all such agreements are in full force and effect; and (iv) that (A) to the Company’s knowledge, none of the Intellectual Property 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 or any of the Subsidiaries has infringed its officers, directors or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effectemployees.

Possession of Intellectual Property. The Company and the Subsidiaries own its subsidiaries own, or have validobtained valid and enforceable licenses, bindingor sublicenses in the appropriate fields, enforceable and sufficient licenses or other rights to use for, the patents and inventions, patent applications, copyrightspatents, trademarks, service marks, trade names, technologyservice names, know-how (including copyrights, trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses described in the manner in which they are being conducted Registration Statement, the General Disclosure Package and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none the conduct of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalidtheir respective businesses does not and, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensorswill not infringe, have complied misappropriate or otherwise conflict in any material respect with the duty any such rights of candor and disclosure others. The Intellectual Property of the U.S. Patent Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and Trademark Office and the Company is unaware of any similar foreign intellectual property office facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (collectivelyi) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the “Patent Offices”); neither General Disclosure Package and the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided Prospectus as licensed to the Company or one or more of its subsidiaries; and the Subsidiaries; neither the Company nor (ii) there is no infringement by third parties of any of the Subsidiaries Intellectual Property. There is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted pending or, to the Company’s knowledge, threatened to assert any action, suit, proceeding or claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of the Subsidiaries has infringed its subsidiaries infringes or otherwise violated violates, or would, upon the commercialization of any intellectual property product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any third personfacts which would form a reasonable basis for any such action, (B) suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the Subsidiaries patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in breach or default has been in violation of any contract under which term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries have taken all reasonable steps to comply with the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property as well as in all foreign offices having similar requirements. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is providedbeing used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, (C) such person will terminate a contract described directors or employees or otherwise in clause (B) or adversely alter the scope violation of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, of any Company Intellectual Property (other than a patent office review of pending applications persons. The product candidates described in the ordinary course); to Registration Statement, the knowledge of General Disclosure Package and the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned Prospectus as under development by the Company or any subsidiary fall within the scope of the Subsidiariesclaims of one or more patents or patent applications or incorporate confidential know-how owned by, except as would not reasonably be expected to have a Material Adverse Effector exclusively licensed to, the Company or any subsidiary.

Possession of Intellectual Property. The Company and the Subsidiaries own or have valideach of its subsidiaries owns, bindingpossesses, enforceable and sufficient licenses or has other rights to use the all patents and patent applications, copyrights, trademarks, service marks, trade names, Internet domain names, technology, and/or know-how (including trade secrets and secrets, other unpatented and/or unpatentable proprietary rights) and other intellectual property that are necessary or used in any material respect to conduct their respective businesses business in the manner in which they are it is being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization Time of the existing products of the Company Sale Disclosure Package and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting (B) all material copyrights and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, (including all material copyrights and none of the patent applications patents owned or licensed by the Company or each of its subsidiaries) are valid, enforceable and not subject to any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiariesongoing or, and to the Company’s knowledgebest knowledge after due inquiry, their licensorsthreatened interference, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office reexamination, judicial or administrative proceeding pertaining to validity, enforceability or scope; (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; C) neither the Company nor any of its subsidiaries has received any notice alleging infringement, violation or conflict with (and neither the Subsidiaries is obligated to pay a royaltyCompany nor any of its subsidiaries knows of any basis for alleging infringement, grant a license, violation or provide other consideration to conflict with) the Intellectual Property rights of any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to by the Company’s knowledge, threatened to assert any claim againstits subsidiaries, or notified, the Company their products; (or any of the SubsidiariesD) in writing (there are no pending or, to the knowledge of the CompanyCompany or any of its subsidiaries after due inquiry, orally) threatened actions, suits, proceedings or claims by others that (A) allege the Company or any of the Subsidiaries its subsidiaries is infringing or has infringed or otherwise violated any intellectual property rights Intellectual Property right of any third person, party; (BE) the discoveries, inventions, products or processes of the Company and its Subsidiaries referenced in the Time of Sale Disclosure Package and the Prospectus, to the Company’s best knowledge after due inquiry, do not violate or conflict with any Intellectual Property right of any third party including any discovery, invention, product or process that is the subject of a patent application filed by any third party; and (F) neither the Company nor any of the Subsidiaries is its subsidiaries are in breach or default of any contract under which any Company license or other agreement relating to the Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, its subsidiaries or any third party; and there are no third party is infringing contracts, arrangements or otherwise violating any other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement other than those described in or filed as an exhibit to the Registration Statement. The description of the intellectual property matters of the Company Intellectual Property owned by and its subsidiaries as set forth in the Time of Sale Disclosure Package and the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The services of the Company or any and its Subsidiaries are conducted in compliance with the applicable copyright and intellectual property laws of the SubsidiariesPRC and all other applicable jurisdictions, except as would and do not reasonably be expected infringe upon the rights of third parties. Neither the Company nor its Subsidiaries offer services with the object of promoting the use of such services to have a Material Adverse Effectinfringe any third party’s Intellectual Property.

Possession of Intellectual Property. The Company and the Subsidiaries own its subsidiaries own, possess or have validcan acquire on reasonable terms sufficient trademarks, bindingtrade names, enforceable and sufficient licenses or other rights to use the patents and patent applicationsrights, copyrights, trademarksdomain names, service markslicenses, approvals, trade namessecrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company similar rights, including registrations and the Subsidiaries and the products described in the Prospectus as being under development applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the “Company conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property”); except as Property Rights would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, . Except as disclosed in the General Disclosure Package: (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its subsidiaries; (ii) 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 such material infringement, misappropriation breach, default or other violation, by third parties of any of the Intellectual Property Rights of the Company or its subsidiaries; (iii) there is validno pending or threatened action, subsisting and enforceablesuit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts that would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the Intellectual Property Rights necessary or material to the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the patents owned Intellectual Property Rights used by the Company or licensed 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 the Subsidiaries is unenforceable its subsidiaries or invalid, and none in violation of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person persons, except in each case covered by clauses (i) — (vi) such as would not, individually or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted oraggregate, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Company and the each of its Subsidiaries own owns, possesses or have validhas licenses to all patents, binding, enforceable and sufficient licenses or other rights to use the patents and patent applications, licenses, inventions, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, “Intellectual Property”) necessary to carry on the business now operated by them and as currently proposed to be conducted (the “Company Intellectual Property”); except , each as would not reasonably be expected to have a Material Adverse Effect, disclosed in the Company Intellectual Property is valid, subsisting and enforceableDisclosure Materials, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the its Subsidiaries has received any notice or is obligated to pay a royalty, grant a license, otherwise aware of any infringement of or provide other consideration conflict with asserted rights of others with respect to any third party in connection with the Company Intellectual Property other than or of any facts or circumstances which would render invalid any Company Intellectual Property, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity, singly or in the aggregate, would result in a Material Adverse Effect. To the Company’s Knowledge: (i) except as disclosed in the ProspectusDisclosure Materials, there are no third parties who have any ownership or license rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Disclosure Materials as exclusively licensed to the Company or its Subsidiaries; and (ii) there is no person infringement by third parties of any Company Intellectual Property. There is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Company Intellectual Property; (B) challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service under development by the Company, infringe, misappropriate or otherwise violate, any Intellectual Property rights of others. The Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has asserted orbeen licensed to the Company or its Subsidiaries, and, to the Company’s knowledge, threatened to assert any claim againstall such agreements are in full force and effect. To the Company’s Knowledge, or notified, the Company (or there are no material defects in any of the Subsidiaries) patents or patent applications included in writing (or, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by Property. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of Company or any of the SubsidiariesIntellectual Property, except as would not where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The (A) To the knowledge of the Company, the Company and the Subsidiaries own its subsidiaries own, have licensed, or have validpossess adequate, binding, valid and enforceable and sufficient licenses or other rights to use the patents use, all patents, licenses, copyrights and patent applicationscopyrightable works, copyrightsinventions, know-how (including trade secrets, data and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, technologyservice names, know-how (including trade secrets software, internet addresses, domain names and other unpatented and/or unpatentable proprietary rights) source indicators, and all other intellectual property necessary and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is used in any material respect to or necessary for the conduct of their respective businesses in the manner in which they are being as currently conducted, as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”)General Disclosure Package and the Prospectus; except as would not reasonably be expected (B) to have a Material Adverse Effectthe Company’s and its subsidiaries’ knowledge, the Company Company’s and its subsidiaries’ conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property is valid, subsisting and enforceable, of any third party and none of the patents owned or licensed by product candidates of the Company or any of its subsidiaries, if commercially sold or offered for commercial sale, would infringe, misappropriate or otherwise violate any valid and enforceable Intellectual Property of any third party; (C) to the Subsidiaries is unenforceable or invalid, and none knowledge of the patent applications owned Company, there are no third parties who have or licensed by will be able to establish rights to any Intellectual Property of the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiariesits subsidiaries, except for, and to the Company’s knowledgeextent of, their licensors, have complied with the duty of candor and disclosure ownership rights of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectivelyowners of the Intellectual Property that the Registration Statement, the “Patent Offices”); neither General Disclosure Package and the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property Prospectus disclose is provided licensed to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiariesits subsidiaries; (D) in writing (there is no pending or, to the knowledge of the Company, orally) that (A) threatened action, suit, proceeding or claim by others challenging or seeking to deny or restrict the Company’s or any subsidiary’s rights in or to any Intellectual Property, or challenging the ownership, validity, enforceability or scope of any Intellectual Property of the Company or any of the Subsidiaries has infringed its subsidiaries, or otherwise violated any intellectual property rights of any third person, (B) asserting that the Company or any of subsidiary infringes, misappropriates or otherwise violates, or would, upon the Subsidiaries is in breach or default commercialization of any contract under product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe, misappropriate or violate, any Intellectual Property of others, and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (E) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Company Intellectual Property is providedhas been licensed to the Company or any subsidiary, (C) all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or entity the right to use, terminate any Company Intellectual Property such agreement; (other than a patent office review of pending applications in the ordinary course); F) to the knowledge of the Company, no third party is infringing or otherwise violating any none of the Company Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries has been adjudged invalid or unenforceable in whole or part, and, to the Subsidiariesknowledge of the Company, except as would not reasonably be expected all such Intellectual Property is valid and enforceable; (G) the Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to have a Material Adverse Effectmaintain the confidentiality of all Intellectual Property, the value of which to the Company or its subsidiaries is contingent upon maintaining the confidentiality thereof; and (H) no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, all of whom are bound by written confidentiality agreements.

Possession of Intellectual Property. The To the Company’s knowledge, the Company and the Subsidiaries own each of its subsidiaries owns or have validpossesses, bindinghas licenses to, enforceable and sufficient licenses or other rights to use the patents and can acquire or license on reasonable terms, adequate patents, patent applicationsrights, licenses, inventions, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and 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 and as currently proposed to be conducted as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any of its subsidiaries has received any notice or used in is otherwise aware of any material infringement of or conflict with asserted rights of others with respect to conduct their respective businesses any Intellectual Property or of any facts or circumstances which would render invalid any issued patents within the Intellectual Property disclosed in the manner in which they are being conducted most recent Preliminary Prospectus and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development owned by or exclusively licensed to the Company or any of its subsidiaries (collectively, the “Company Intellectual Property”); except as , and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity, singly or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to . To the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office : (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than i) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no third parties who have any ownership or license rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the most recent Preliminary Prospectus and the Prospectus as exclusively licensed to the Company or its subsidiaries; and (ii) there is no person has asserted infringement by third parties of any Company Intellectual Property. There is no pending or, to the Company’s knowledge, threatened to assert any action, suit, proceeding or claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that by others: (A) challenging the Company’s rights in or to any Company Intellectual Property; (B) challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company or any of the Subsidiaries has infringed its subsidiaries infringes, misappropriates or otherwise violated violates, or would, upon the commercialization of any intellectual property product or service described in the most recent Prospectus as under development, infringe, misappropriate or otherwise violate, any Intellectual Property rights of any third person, (B) others. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and, to the Company’s knowledge, all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the Subsidiaries is patents or patent applications included in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse EffectProperty.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own and possess or have validvalid and enforceable licenses to use, bindingall material patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary or used in any material respect to for the conduct of their respective businesses in the manner in which they are being as currently conducted, as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company General Disclosure Package and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the SubsidiariesProspectus; neither the Company nor any of the Subsidiaries its subsidiaries has received any notice or is obligated to pay a royalty, grant a license, otherwise aware of any infringement of or provide other consideration conflict with rights of others with respect to any third party in connection with Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company, orally) that (A) will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the Subsidiaries has infringed or otherwise violated any intellectual property extent of, the ownership rights of any third personthe owners of the Intellectual Property which the Registration Statement, (B) the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Subsidiaries its subsidiaries; there is in breach or default of any contract under which any Company Intellectual Property is providedno pending or, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violating violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property owned by has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and 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 or any of its subsidiaries or that challenges the Subsidiariesvalidity, except as would not reasonably be expected to have a Material Adverse Effectenforceability or scope of any such Intellectual Property.

Possession of Intellectual Property. The Except as described in the Registration Statement and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (i) the Company and the Subsidiaries own its subsidiaries own, possess or have validcan promptly obtain on commercially reasonable terms a valid and enforceable license to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent applicationsrights, licenses, inventions, copyrights, technology, software, databases, know how (including any trade secrets and any other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, technologytrade dress, know-how domain names and other source identifiers, and any other similar intellectual property or proprietary rights in any jurisdiction throughout the world (including trade secrets any and other unpatented and/or unpatentable proprietary rightsall issuances and registrations and applications for issuance or registration of, and all goodwill associated with, any of the foregoing, as applicable) and other intellectual property necessary (collectively, “Intellectual Property”) used or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus held for use in, or otherwise necessary or used in connection with to, the commercialization conduct of the existing products of the Company business as now operated by them and the Subsidiaries and the products described as proposed to be operated in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting Registration Statement and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiariesii) in writing (or, to the knowledge of the Company, orallythe Company’s and its subsidiaries’ conduct of their business does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any others with respect to any Intellectual Property (it being understood that the foregoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1)); (iii) that neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of, (A) any pending or threatened action, suit, proceeding or claim by any third party against the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, its subsidiaries (Bx) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the Subsidiaries is in breach ownership, validity, enforceability or default scope of any contract under which any Company Intellectual Property is provided, owned by or licensed to the Company or any of its subsidiaries or (Cz) such person will terminate a contract described challenging the Company’s or any of its subsidiaries’ rights in clause or to any of the Intellectual Property or (B) any facts that would form a reasonable basis for any such action, suit, proceeding or adversely alter the scope of the rights provided thereunder or claim; (Div) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the SubsidiariesCompany or such subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, except as would not reasonably be expected in each case, free and clear of all liens, encumbrances, defects or other restrictions; and (vi) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to have a Material Adverse Effectmaintain the confidentiality of all Intellectual Property of the Company and its subsidiaries the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof and, to the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, all of whom are bound by written and enforceable confidentiality agreements.

Possession of Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (i) the Company and the Subsidiaries own its subsidiaries own, possess or have validcan promptly obtain on commercially reasonable terms a valid and enforceable license to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent applicationsrights, licenses, inventions, copyrights, technology, software, databases, know-how (including any trade secrets and any other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, technologytrade dress, know-how domain names and other source identifiers, and any other similar intellectual property or proprietary rights in any jurisdiction throughout the world (including trade secrets any and other unpatented and/or unpatentable proprietary rightsall issuances and registrations and applications for issuance or registration of,and all goodwill associated with, any of the foregoing, as applicable) and other intellectual property necessary (collectively, “Intellectual Property”) used or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus held for use in, or otherwise necessary or used in connection with to, the commercialization conduct of the existing products of the Company business as now operated by them and the Subsidiaries and the products described as proposed to be operated in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting General Disclosure Package and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiariesii) in writing (or, to the knowledge of the Company, orallythe Company’s and its subsidiaries’ conduct of their business does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any others with respect to any Intellectual Property (it being understood that the foregoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1)); (iii) that neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of, (A) any pending or threatened action, suit, proceeding or claim by any third party against the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, its subsidiaries (Bx) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the Subsidiaries is in breach ownership, validity, enforceability or default scope of any contract under which any Company Intellectual Property is provided, owned by or licensed to the Company or any of its subsidiaries or (Cz) such person will terminate a contract described challenging the Company’s or any of its subsidiaries’ rights in clause or to any of the Intellectual Property or (B) any facts that would form a reasonable basis for any such action, suit, proceeding or adversely alter the scope of the rights provided thereunder or claim; (Div) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the SubsidiariesCompany or such subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, except as would not reasonably be expected in each case, free and clear of all liens, encumbrances, defects or other restrictions; and (vi) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to have a Material Adverse Effectmaintain the confidentiality of all Intellectual Property of the Company and its subsidiaries the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof and, to the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, all of whom are bound by written and enforceable confidentiality agreements.

Possession of Intellectual Property. The Company and the Subsidiaries any Subsidiary own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the SEC Reports or that is necessary or used in any material respect to for the conduct of their respective businesses in the manner in which they are being conducted as currently conducted, as proposed to be conducted, and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”)SEC Reports; neither the Company nor the its Subsidiaries have infringed has received any notice or is otherwise violated any intellectual property rights aware of any third person or have breached material infringement of any contract in connection with which any Company Intellectual Property is provided or of any facts or circumstances that would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interests of the Company and the Subsidiariesor of its Subsidiaries therein; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any there are no third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (parties who have or, to the knowledge of the Company, orally) that (A) would reasonably be expected to be able to establish rights to any Intellectual Property of the Company or any its Subsidiaries, except for, and to the extent of, the ownership rights of the Subsidiaries has infringed or otherwise violated any intellectual property rights owners of any third person, (B) the Intellectual Property that the SEC Reports disclose is licensed to the Company or any its Subsidiaries; there is no pending or, to the knowledge of the Subsidiaries is Company, threatened action, suit, proceeding or claim by others challenging the Company’s or its Subsidiaries’ rights in breach or default to any such Intellectual Property, or challenging the validity, enforceability or scope of any contract under such Intellectual Property, or asserting that the Company or its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the SEC Reports, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; the Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which any Company Intellectual Property is providedhas been licensed to the Company or its Subsidiaries, (C) all such person will terminate a contract described agreements are in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownershipfull force and effect, enforceabilityand, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing event or otherwise violating any condition has occurred or, to the knowledge of the Company Intellectual Property owned by Company, exists that gives or, with notice or passage of time or both, would give any person or entity the Company or right to terminate any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effectsuch agreement.

Possession of Intellectual Property. The Company and the Subsidiaries own its subsidiaries own, or have validobtained adequate rights and licenses under, bindingor can acquire rights on reasonable terms to, enforceable and sufficient licenses or other rights to use the patents and all patents, patent rights, patent applications, inventions, copyrights, other works of authorship, know how (including trade secrets and other proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, technologytrade and service mark registrations, know-how (including trade secrets names, designs, processes, licenses, computer programs, technical data and other unpatented and/or unpatentable proprietary rights) information, and other intellectual property (collectively, “Intellectual Property”) that are necessary or used in any material respect to conduct their respective businesses in carry on the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products business of the Company as currently conducted and the Subsidiaries and to commercialize the products described or services as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as being under development (collectively, all such Intellectual Property is collectively referred to as the “Company Intellectual Property”); except . Except as would not reasonably be expected to have a Material Adverse Effectdisclosed in the Registration Statement, the Company General Disclosure Package and the Prospectus, (A) to the Company’s knowledge there are no third parties who have rights to any Intellectual Property, including no liens, security interest, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is validdisclosed in the Registration Statement, subsisting the General Disclosure Package and enforceable, and none the Prospectus as licensed to the Company or one or more of its subsidiaries; (B) the patents Company has taken reasonable steps to secure its interests in the Intellectual Property owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, from its employees and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patentscontractors; the Company and the Subsidiaries, and (C) to the Company’s knowledge, their licensorsthere is no infringement, have complied with the duty misappropriation or violation by third parties of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to owned by, or exclusively licensed to, the Company and the Subsidiariesor its subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, (D) to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of is not infringing the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, parties and (BE) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any none of the Company Intellectual Property owned by the Company or, to the Company’s knowledge, exclusively licensed to the Company has been adjudged invalid or any unenforceable in whole or in part, in the case of clause (C) and clause (D), which infringement, misappropriation or violation, singly or in the Subsidiariesaggregate, except as would not reasonably be expected to have result in a Material Adverse Effect. There is no pending or threatened action, suit, proceeding or claim by others of which the Company has received written notice: (A) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Company Intellectual Property owned by, or exclusively licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any Intellectual Property rights of others, and the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, no employee of the Company who has developed Company Intellectual Property is in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries are in compliance in all material respects with the terms of each agreement pursuant to which Company Intellectual Property is licensed to the Company or any subsidiary, and all such agreements are in full force and effect in accordance with their terms. The patents included in the Company Intellectual Property owned by the Company or, to the Company’s knowledge, exclusively licensed to the Company are subsisting and have not lapsed and the patent applications in the Intellectual Property owned by the Company or exclusively licensed to the Company are pending and have not been abandoned. To the Company’s knowledge, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, or in violation of any contractual rights of any persons. All patents and patent applications included in the Company Intellectual Property that are owned by or exclusively licensed to the Company have been duly and properly filed and maintained and the parties prosecuting such applications have complied in all material respects with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) in connection with such applications. To the Company’s knowledge, there is no patent or published patent application, in the U.S. or other jurisdiction, that is not included in the Company Intellectual Property and that, in the case of a patent, contains claims, or in the case of a published patent application contains patentable claims, that dominates any of the Company Intellectual Property described in the Preliminary Prospectus and Prospectus as being owned by or licensed to the Company or that interferes with the issued or pending claims of any of the Company Intellectual Property owned by or, to the Company’s knowledge, exclusively licensed to the Company.

Possession of Intellectual Property. The Company and the Subsidiaries own its subsidiaries own, possess or have valid, binding, enforceable and sufficient licenses or other rights to use (or can acquire such rights on reasonable terms) the patents and patent applications, copyrights, trademarks, service marks, trade names, technologypatent rights, know-how (including copyrights, domain names and trade secrets including registrations and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development applications for registration thereof (collectively, “Intellectual Property Rights”) that are material to the “Company conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, and the expected expiration of any single item of such Intellectual Property”); except as Property Rights would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than . Except as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (orGeneral Disclosure Package, to the knowledge of the Company (i) there is no material infringement, misappropriation or other violation by the Company, orallyits subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its subsidiaries; (ii) there is no pending or threatened in writing action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s ownership rights in or to any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) there is no pending or threatened in writing action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any registered Intellectual Property Rights of the Company or its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates any Intellectual Property Rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (Av) 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 the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third personits subsidiaries, except in each case covered by clauses (Bi) – (v) such as would not, if determined adversely to the Company or any of the Subsidiaries is in breach its subsidiaries, individually or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Except as described in the General Disclosure Package and the Prospectus or except as would not, individually or in the aggregate, result in a Material Adverse Effect, (A) the Company and the Subsidiaries its subsidiaries own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary or used in any material respect to for the conduct of their respective businesses in the manner in which they are being as currently conducted, as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company General Disclosure Package and the SubsidiariesProspectus, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; B) neither the Company nor any of the Subsidiaries its subsidiaries has received any notice or is obligated to pay a royalty, grant a license, otherwise aware of any infringement of or provide other consideration conflict with rights of others with respect to any third party in connection with Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company, orally) that (A) will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the Subsidiaries has infringed or otherwise violated any intellectual property extent of, the ownership rights of any third personthe owners of the Intellectual Property which the Registration Statement, (B) the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is providedits subsidiaries, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownershipthere is no pending or, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violating violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, (D) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property owned by has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement and (E) 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 or any of its subsidiaries or that challenges the Subsidiariesvalidity, except as would not reasonably be expected to have a Material Adverse Effectenforceability or scope of any such Intellectual Property.

Possession of Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the Subsidiaries its subsidiaries own or otherwise possess, hold or have valid, binding, obtained valid and enforceable and sufficient licenses or other rights to use the patents and or believe that they can on commercially reasonable terms obtain such licenses or other rights under patent applications, patents, patent rights, inventions, copyrights, trademarks, service marks, trade names, technology, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks (both registered and unregistered), service marks, trade names, software, domain names and other intellectual property property, including registrations and applications for registration thereof (collectively, “Intellectual Property”) used in, or necessary or used in any material respect to conduct their respective businesses in carry on, the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of business now operated by the Company and its subsidiaries and as currently proposed to be operated by them, as disclosed in the Subsidiaries Registration Statement, the General Disclosure Package and the products Prospectus, except as such failure to own or obtain such licenses or other rights would not reasonably be expected to result in a Material Adverse Effect. None of the Intellectual Property described in the Registration Statement, the General Disclosure Package and the Prospectus as being under development owned by or licensed to the Company or its subsidiaries (collectively, the “Company Intellectual Property”)) has been adjudged invalid or unenforceable, in whole or in part; except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property there is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted pending or, to the Company’s knowledge, threatened to assert any action, suit, proceeding or claim againstby others challenging the validity, enforceability or scope of, or notifiedchallenging the Company’s ownership of or rights in or to, any Company Intellectual Property; and neither the Company (nor any of its subsidiaries is aware of any facts or circumstances that would render any Company Intellectual Property invalid or unenforceable or of inadequate scope to protect the interests of the Company or any of its subsidiaries in conducting their business, except, in each case, as described in the Subsidiaries) Registration Statement, the General Disclosure Package and the Prospectus or as would not reasonably be expected to result in writing (a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there is no currently pending or, to the knowledge of the Company, orally) threatened action, suit, proceeding or claim by a third party alleging that (A) the Company or any of the Subsidiaries has infringed its subsidiaries infringes, misappropriates, or otherwise violated any intellectual property rights violates, or would, upon commercialization of any product candidate described in the Registration Statement, the General Disclosure Package and the Prospectus, infringe, misappropriate or otherwise violate, any Intellectual Property of third personparties, (B) and neither the Company or nor any of the Subsidiaries its subsidiaries has received any notice alleging, or is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to useaware of, any Company Intellectual Property (facts or circumstances that would give rise to such an action, proceeding or claim, except, in each case, where such infringement, misappropriation or other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as violation would not reasonably be expected to have result in a Material Adverse Effect. To the Company’s knowledge, no material technology employed by the Company has been obtained or is being used by the Company in violation of any contractual or legal obligation binding on the Company or any of its officers, directors or employees, which violation relates to the breach of a confidentiality obligation, obligation to assign Intellectual Property to a previous employer or obligation otherwise not to use the Intellectual Property of a third party.

Possession of Intellectual Property. The Company and the Subsidiaries own its subsidiaries own, possess or have validcan acquire on reasonable terms adequate trademarks, bindingtrade names, enforceable patent rights, copyrights, domain names, licenses, approvals, trade secrets, and sufficient licenses or other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade namesinventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) how, patents, copyrights, confidential information and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company similar rights, including registrations and the Subsidiaries and the products described in the Prospectus as being under development applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the “conduct of the business now operated by them, or presently employed by them, or proposed in the General Disclosure Package to be conducted by them and have not received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights and the expected expiration of any such Intellectual Property Rights that, if determined adversely to the Company Intellectual Property”); except or any of its subsidiaries, would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package or as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and Effect (i) to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property there are no rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided parties to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries Intellectual Property Rights owned by the Company or its subsidiaries; (ii) to the Company’s knowledge, there is obligated to pay a royaltyno material infringement, grant a licensemisappropriation breach, default or other violation, or provide other consideration to 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 party in connection with parties of any of the Intellectual Property Rights of the Company Intellectual Property other than as disclosed in the Prospectusor its subsidiaries; (iii) there is no person has asserted pending or, to the Company’s knowledge, threatened to assert action, suit, proceeding or claim by others challenging the Company’s or any claim againstsubsidiary’s rights in or to, or notified, the Company (or violation of any of the Subsidiariesterms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) in writing to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Company, orally) that (A) 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 Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effectpersons.

Possession of Intellectual Property. The Company and the Subsidiaries own owns or have validpossesses adequate patents, bindingpatent rights, enforceable and sufficient licenses or other rights to use the patents and patent applicationslicenses, inventions, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property, including, without limitation, all of the intellectual property necessary or used in any material respect to conduct their respective businesses described in the manner in which they are being conducted Registration Statement and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company (collectively, “Intellectual Property”), necessary to carry on the business now operated by it. Except as set forth or incorporated by reference in the Registration Statement and the Prospectus (exclusive of any amendments thereto after the date hereof), no valid U.S. patent is, or to the knowledge of the Subsidiaries is unenforceable or invalidCompany would be, and none infringed by the activities of the Company in the manufacture, use, offer for sale or sale of any product or component thereof as described in the Registration Statement and the Prospectus. The patent applications owned (the “Patent Applications”) filed by or on behalf of the Company described in the Registration Statement and the Prospectus have been properly prepared and filed on behalf of the Company; except as set forth or incorporated by reference in the Registration Statement and the Prospectus (exclusive of any amendments thereto after the date hereof) each of the Patent Applications and patents (the “Patents”) described in the Registration Statement and the Prospectus is assigned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensorsand, have complied with except as set forth in the duty of candor Registration Statement and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office Prospectus (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights exclusive of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to amendments thereto after the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (ordate hereof), to the knowledge of the Company, orally) that (A) no other entity or individual has any right or claim in any Patent, Patent Application or any patent to be issued therefrom and each of the Patent Applications discloses potentially patentable subject matter. There are no actions, suits or judicial proceedings pending relating to patents or proprietary information to which the Company is a party or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any property of the Company is subject and the Company has not received any notice and is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property owned by or of any facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company therein, and which infringement or conflict (if the subject of any of unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the Subsidiariesaggregate, except as would not could reasonably be expected to have result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries own its subsidiaries own, possess or have validcan acquire on reasonable terms sufficient trademarks, bindingtrade names, enforceable and sufficient licenses or other rights to use the patents and patent applicationsrights, copyrights, trademarksdomain names, service markslicenses, approvals, trade namessecrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company similar rights, including registrations and the Subsidiaries and the products described in the Prospectus as being under development applications for registration thereof (collectively, “Intellectual Property Rights”) necessary for the “Company Intellectual Property”); conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, except as where the failure to own or possess, or the inability to acquire on reasonable terms, would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its subsidiaries; (ii) there is no material infringement, misappropriation, breach, default or other violation, nor any event that with notice or the passage of time would constitute a material infringement, misappropriation, breach, default or other violation, by the Company, its subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its subsidiaries; (iii) there is validno pending or threatened action, subsisting 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 terms of, any of their Intellectual Property Rights; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others; and enforceable, and (vi) none of the patents owned Intellectual Property Rights used by the Company or licensed 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) through (vi) such as would not, if determined adversely to the Company or any of the Subsidiaries is unenforceable its subsidiaries, individually or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted oraggregate, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Company and the its Subsidiaries own own, possess or have validlicense, bindingor can acquire or license on reasonable terms, enforceable any and sufficient licenses or other all rights to use the patents and patents, patent applications, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and or confidential information, systems, procedures or inventions), trademarks, service marks, trade names or any other intellectual property (collectively, "Intellectual Property") necessary or used in any material respect to conduct their respective businesses in carry on the manner in business now operated by them. To the Company's knowledge, all trade secrets, know how, technical processes and procedures which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus have not been patented or otherwise necessary published, developed by and belonging to the Company (or used in connection with any of its Subsidiaries) and which are material to the commercialization of the existing products business of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued its Subsidiaries) as patents; the Company and the Subsidiaries, and to presently conducted have been kept confidential. To the Company’s 's knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the its Subsidiaries is obligated to pay a royalty, grant a license, currently infringing or provide other consideration to has infringed any Intellectual Property of any third party. The Company is not aware of any infringement of rights of any third party with respect to any Intellectual Property used in connection with the Company's business as currently conducted and which the Company Intellectual Property other than believes to be valid and, except as disclosed in the Prospectus; no person , neither the Company nor any of its Subsidiaries has received any notice of any infringement of, or is otherwise aware of any conflict with asserted or, rights of any third party with respect to any Intellectual Property used in the Company’s knowledge's business as currently conducted, threatened to assert except for such infringements or conflicts which (if the subject of any claim againstunfavorable decision, ruling or notifiedfinding), singly or in the aggregate, would not result in a Material Adverse Effect. Except as disclosed in the Prospectus, the Company (is not aware of any facts or circumstances which would render any Intellectual Property owned or used by the Company invalid or inadequate to protect the interest of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that (A) the Company or any of the its Subsidiaries has infringed therein, and which invalidity or otherwise violated any intellectual property rights of any third personinadequacy, (B) the Company singly or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have result in a Material Adverse Effect. To the Company's knowledge, neither the Company nor any of its Subsidiaries is using or has used any confidential information, trade secrets, or computer software (not licensed to the Company) of any former employer of any of its past or present employees in violation of any law or agreement.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiary own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the General Disclosure Package or the Final Prospectuses or that is necessary or used in any material respect to for the conduct of their respective businesses in the manner in which they are being conducted as currently conducted, as proposed to be conducted, and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company General Disclosure Package and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”)Final Prospectuses; neither the Company nor the Subsidiaries have infringed its subsidiary has received any notice or is otherwise violated any intellectual property rights aware of any third person or have breached material infringement of any contract in connection with which any Company Intellectual Property is provided or of any facts or circumstances that would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interests of the Company and the Subsidiariesor of its subsidiary therein; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any there are no third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (parties who have or, to the knowledge of the Company, orally) that (A) would reasonably be expected to be able to establish rights to any Intellectual Property of the Company or any its subsidiary, except for, and to the extent of, the ownership rights of the Subsidiaries has infringed or otherwise violated any intellectual property rights owners of any third person, (B) the Intellectual Property that the General Disclosure Package and the Final Prospectuses disclose is licensed to the Company or any its subsidiary; there is no pending or, to the knowledge of the Subsidiaries is Company, threatened action, suit, proceeding or claim by others challenging the Company’s or its subsidiary’s rights in breach or default to any such Intellectual Property, or challenging the validity, enforceability or scope of any contract under such Intellectual Property, or asserting that the Company or its subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the General Disclosure Package or the Final Prospectuses, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; the Company and its subsidiary have complied in all material respects with the terms of each agreement pursuant to which any Company Intellectual Property is providedhas been licensed to the Company or its subsidiary, (C) all such person will terminate a contract described agreements are in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownershipfull force and effect, enforceabilityand, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing event or otherwise violating any condition has occurred or, to the knowledge of the Company Intellectual Property owned by Company, exists that gives or, with notice or passage of time or both, would give any person or entity the Company or right to terminate any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effectsuch agreement.

Possession of Intellectual Property. The Company (A) Except as disclosed in the Registration Statement, the General Disclosure Package and the Subsidiaries own Prospectus, the Company owns or have validpossesses, bindingor, enforceable and sufficient licenses or other rights to use the patents and patent applicationsCompany’s knowledge, can acquire on reasonable terms, the patents, licenses, inventions, copyrights, trademarks, service marks, trade names, technology, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and or confidential information, systems or procedures), trademarks, service marks, trade names, domain names or other intellectual property (collectively, “Intellectual Property”) necessary or used in any material respect to conduct their respective businesses carry on the business now operated and as proposed to be conducted by them as described in the manner in which they are being conducted Registration Statement, the General Disclosure Package and in the manner in which it is contemplated Prospectus. The License Agreement dated as set forth in of February 17, 2011 between the Prospectus or otherwise necessary or used in connection with Company and Acclarent, Inc. (as amended, the commercialization of the existing products “Acclarent License Agreement”) constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, and to the Subsidiaries and knowledge of the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse EffectCompany, the Company Intellectual Property is validnot in breach or default thereof, subsisting and enforceableand, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensorsno event has occurred that with notice or lapse of time would constitute a breach or default or permit termination, have complied with modification, or acceleration thereunder; (B) (i) to the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectivelyCompany’s knowledge, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property there are no rights of any third person or have breached party to any contract in connection with which any Company of the Intellectual Property owned by the Company; (ii) the Company has not received any notice of and is provided not otherwise aware of any infringement, misappropriation, breach, default or other violation, or of the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual Property of the Company; (iii) there is no pending or, to the Company’s knowledge, any threatened action, suit, proceeding or claim by any third party challenging the Company’s rights in or to, or alleging the violation of any of the Intellectual Property of the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) the Intellectual Property owned by the Company and, 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 the Subsidiaries; neither the Company nor any of the Subsidiaries there is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted pending or, to the Company’s knowledge, threatened to assert action, suit, proceeding or claim by any claim againstthird party challenging the validity, enforceability or notifiedscope of any such Intellectual Property, and the Company has no knowledge of any facts which would form a reasonable basis for any such claim; (or any of the Subsidiariesv) in writing (there is no pending or, to the knowledge of the Company’s knowledge, orally) threatened action, suit, proceeding or claim by any third party that (A) the Company or any of the Subsidiaries has infringed infringes, misappropriates or otherwise violated violates any intellectual property rights Intellectual Property of any third personparty, (B) and the Company or has no knowledge of any facts which would form a reasonable basis for any such claim; (vi) to the Company’s knowledge, none of the Subsidiaries 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 contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effectits obligations thereof.

Possession of Intellectual Property. The Except as otherwise may be disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, the Company and the Subsidiaries its subsidiaries own or have valid, binding, enforceable and sufficient licenses or other rights valid license to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technologytrademark applications and registrations, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rightsconfidential information) and and/or other intellectual property necessary or (collectively, “Intellectual Property”) used in any material respect or reasonably necessary to the conduct of their respective businesses in the manner in which they are being business as now conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceableGeneral Disclosure Package, and none the Prospectus. The Company and its subsidiaries have not received any written notice of the patents owned any infringement, violation, or licensed by the Company or any misappropriation of the Subsidiaries is unenforceable or invalidthird-party intellectual property, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property there is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (pending or, to the knowledge of the Company, orally) that (A) threatened action, suit, proceeding, or claim regarding any such infringement, violation, or misappropriation. To the Company’s knowledge, the operation of the business of the Company or any of as now conducted as described in the Subsidiaries has infringed Registration Statement, the General Disclosure Package, and the Prospectus does not infringe, misappropriate, or otherwise violated any violate the intellectual property rights of any third person, (B) party. The Company and its subsidiaries have not received any written notice challenging the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownershipvalidity, enforceability, validity, scope, registerability, interference, use or the right to use, scope of any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of its subsidiaries (“Company Intellectual Property”). Except as otherwise may be disclosed in the SubsidiariesRegistration Statement, except as the General Disclosure Package, and the Prospectus, to the knowledge of the Company, all material Company Intellectual Property is valid and enforceable. The Company and its subsidiaries are unaware of any facts or circumstances that would not reasonably be expected to render any of the Company Intellectual Property invalid or unenforceable. To the knowledge of the Company, there is no infringement, misappropriation, or other violation of the Company Intellectual Property, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding, or claim by any third party challenging the Company’s or any of its subsidiaries’ rights in, or the validity, ownership, registrability, enforceability, or scope of, any such Company Intellectual Property. Except as otherwise may be disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, (1) the Company and its subsidiaries are in compliance in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, (2) the Company and its subsidiaries have not received any unresolved written notice alleging any such noncompliance and are unaware of any facts or circumstances which would form a Material Adverse Effectreasonable basis for any such claim, and (3) all such agreements are in full force and effect. All material Company Intellectual Property have been duly maintained, and the Company is unaware of any material defects in, including in connection with the filing and prosecution of, any of the material Company Intellectual Property. Each employee of the Company, or any of its subsidiaries, expected to be involved in inventive activities for or on behalf of the Company or such subsidiaries has signed agreements containing invention assignment obligations effectively assigning to the Company or any of its subsidiaries all of such person’s rights in and to such inventive activity (including any Intellectual Property). The Company and its subsidiaries have taken reasonable steps to maintain and protect the confidentiality of material, confidential information used in connection with the business of the Company and its subsidiaries. To the knowledge of the Company, the confidentiality of such material, confidential information has not been compromised, 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 any claim of right to, ownership of or other lien on any Company Intellectual Property.

Possession of Intellectual Property. The Except as disclosed in the Registration Statement and the Prospectus, the Company and the its Subsidiaries own or have validpossess, bindingor can acquire on reasonable terms, enforceable and sufficient licenses or other rights to use the patents and adequate patents, patent applicationsrights, licenses, approvals, inventions, copyrights, domain names, technology, trade secrets, know‑how (including unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and names or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or used in any material respect to the conduct their respective businesses of the business now conducted or proposed in the manner in which they are being Registration Statement and the Prospectus to be conducted by them, and the failure to own, possess or acquire such Intellectual Property Rights and the expected expiration of any such Intellectual Property Rights would not, individually or in the manner aggregate, have a Material Adverse Effect. To the Company’s knowledge, none of the patents and patent applications owned or licensed by the Company or its Subsidiaries is invalid or unenforceable, in whole or in part. To the Company’s knowledge, none of the Intellectual Property Rights owned or licensed by the Company or its Subsidiaries, other than patents and patent applications, are invalid or unenforceable, in whole or in part. To the knowledge of the Company, there are no unreleased liens or security interests which it is contemplated have been filed against any of the Intellectual Property Rights owned or licensed by the Company. Except as set forth disclosed in the Prospectus Registration Statement and the Prospectus, (i) the Company is not obligated to pay a material royalty, grant a license or otherwise necessary or used provide other material consideration to any third party in connection with the commercialization Intellectual Property Rights owned by or licensed to the Company; (ii) to the Company’s knowledge, there are no rights of third parties to any of the existing products Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, in any field of use, other than the respective licensor to the Company of such Intellectual Property Rights; (iii) to the Company’s knowledge, 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 of any third party Intellectual Property Rights or third parties of any of the Intellectual Property Rights of the Company or its Subsidiaries; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company or its Subsidiaries or, to the Company’s knowledge against any person or entity, (a) challenging the Company’s or any of its Subsidiaries’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights; (b) challenging the validity, enforceability or scope of any such Intellectual Property Rights; or (c) that alleges the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, and, in each case, the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) none of the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries in their businesses has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries in violation of the rights of any persons; and (vi) to the Company’s knowledge, no employee or consultant of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment or consulting contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer or consultant where the basis of such violation relates to such employee’s employment with or such consultant’s services to the Company or any of its Subsidiaries or actions undertaken by the employee or consultant while employed with or providing services to the Company or any of its Subsidiaries. To the knowledge of the Company and the Subsidiaries and the products described as would not, individually or in the Prospectus as being under development (collectivelyaggregate, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, (1) neither the Company Intellectual Property is valid, subsisting and enforceable, and none commercial development nor the sale of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable proposed products or invalidprocesses of the Company, as described in the Registration Statement and the Prospectus, infringes, misappropriates or otherwise violates, or would, upon the commercialization of such proposed products or processes, infringe, misappropriate or otherwise violate, any Intellectual Property Rights of any third party; and (2) each current and former employee and consultant of the Company (a) has executed an inventions assignment and confidentiality agreement with the Company, on or about the respective date of hire, and none signed copies of such agreements have been made available to the patent applications owned Agents and their counsel; and (b) has signed or licensed by agreed to assign to the Company any and all Intellectual Property Rights he or any of the Subsidiaries would be unenforceable she may possess or invalid if issued as patents; the Company and the Subsidiaries, and may have possessed that are related to the Company’s knowledgebusiness, their licensorsas currently conducted and as proposed to be conducted, have complied with as described in the duty of candor Registration Statement and disclosure of the U.S. Patent Prospectus. All patents and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed patent applications owned by or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided licensed to the Company and the Subsidiaries; neither or under which the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (orrights have, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course)been duly and properly filed and maintained; to the knowledge of the Company, no third party is infringing the parties prosecuting such applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) and any similar office or otherwise violating any of agency in the world in connection with such applications; and the Company Intellectual Property owned by is not aware of any facts required to be disclosed to the Company USPTO or similar office or agency that were not disclosed and which would preclude the grant of a patent in connection with any such application or could form the basis of the Subsidiaries, except as would not reasonably be expected a finding of invalidity with respect to any patents that have a Material Adverse Effectissued with respect to such applications.

Possession of Intellectual Property. The Company and the Subsidiaries own its subsidiaries own, possess or have validcan acquire on reasonable terms sufficient trademarks, bindingtrade names, enforceable and sufficient licenses or other rights to use the patents and patent applicationsrights, copyrights, trademarksdomain names, service markslicenses, approvals, trade namessecrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company similar rights, including registrations and the Subsidiaries and the products described in the Prospectus as being under development applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the “Company conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property”); except as Property Rights would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, . Except as disclosed in the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and General Disclosure Package (i) to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property there are no rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided parties to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries Intellectual Property Rights owned by the Company or its subsidiaries; (ii) to the Company’s knowledge, there is obligated to pay a royaltyno material infringement, grant a licensemisappropriation breach, default or other violation, or provide other consideration to 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 party in connection with parties of any of the Intellectual Property Rights of the Company Intellectual Property other than as disclosed in the Prospectusor its subsidiaries; (iii) there is no person has asserted pending or, to the Company’s knowledge, threatened to assert action, suit, proceeding or claim by others challenging the Company’s or any claim againstsubsidiary’s rights in or to, or notified, the Company (or violation of any of the Subsidiariesterms of, any of their Intellectual Property Rights; (iv) in writing to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights; (v) there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others; and (vi) to the Company’s knowledge, 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, orallyany of its subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) that – (Avi) such as would not, if determined adversely to the Company or any of the Subsidiaries has infringed its subsidiaries, would individually or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Except for the third party patents or patent applications of which the Company and the Subsidiaries own or have valid, binding, enforceable and sufficient licenses or other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated aware as set forth in the Prospectus second paragraph under the heading “Risk Factors – Third party claims of intellectual property infringement may prevent or otherwise necessary or used delay our drug discovery and development efforts” in connection with the commercialization of Company’s Quarterly Report on Form 10-Q for the existing products of quarterly period ended March 31, 2014 (which is incorporated by reference in the Prospectus), the Company and the Subsidiaries its subsidiaries own, possess, license or can acquire on reasonable terms adequate trademarks, trade names and the products described in the Prospectus as being under development other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “Intellectual Property Rights”) necessary for the “Company conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, except where such failure to own, possess, license, or acquire such Intellectual Property”); except as Property Rights would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, and to the knowledge of the Company Intellectual Property there is validno material infringement, subsisting and enforceablemisappropriation, and none breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the patents owned or licensed foregoing, by the Company or any of its subsidiaries of any of Intellectual Property Rights of a third party. Except as disclosed in the Subsidiaries is unenforceable or invalidGeneral Disclosure Package and the Final Prospectus (i) to the Company’s knowledge, and none there are no rights of third parties to any of the patent applications Intellectual Property Rights owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patentsits subsidiaries; the Company and the Subsidiaries, and (ii) to the Company’s knowledge, their licensorsthere is no material infringement, have complied with misappropriation, breach, default or other violation, or the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights occurrence of any third person event that with notice or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor passage of time would constitute any of the Subsidiaries is obligated to pay a royaltyforegoing, grant a license, or provide other consideration to by third parties of any third party in connection with of the Intellectual Property Rights of the Company Intellectual Property other than as disclosed in the Prospectusor any of its subsidiaries; (iii) there is no person has asserted pending or, to the Company’s knowledge, threatened to assert action, suit, proceeding or claim by others challenging the Company’s or any claim againstsubsidiary’s rights in or to, or notified, the Company (or violation of any of the Subsidiariesterms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) in writing (there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, orally) threatened action, suit, proceeding or claim by others that (A) the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned Rights used by the Company or any of its subsidiaries in their respective businesses has been obtained or is being used by the SubsidiariesCompany 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 reasonably be expected 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 Except as would not reasonably be expected to have a Material Adverse Effect, (A) the Company and its subsidiaries own all right, title and interest in or otherwise has the Subsidiaries own or have valid, binding, enforceable and sufficient licenses or other rights right to use the patents and patent applicationsall patents, inventions, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, including applications for any of the foregoing, and other intellectual property rights (collectively, "Intellectual Property") that is necessary for, used or used held for use in, or otherwise exploited in connection with, the conduct of the business now operated by them ("Company Intellectual Property"), and (B) to the Company’s knowledge, the Company is not infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any material respect to conduct their respective businesses third party. Except as disclosed in the manner in which they are being conducted Registration Statement, the General Disclosure Package and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property (A) no action, suit, claim, or other proceeding is validpending, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensorsis threatened, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither alleging that the Company nor the Subsidiaries have infringed is infringing, misappropriating, diluting, or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company violating the Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted orany respect, (B) to the Company’s knowledge, threatened to assert any claim againstno third party is infringing, misappropriating, diluting, or notified, otherwise violating the Company Intellectual Property in any respect, (C) no action, suit, claim, or any of the Subsidiaries) in writing (orother proceeding is pending, or to the knowledge Company’s knowledge, threatened, challenging the validity, enforceability, scope, registration, ownership or use of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property that is providednecessary to its business (with the exception of office actions in connection with applications for the registration or issuance of such Intellectual Property), (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge Company’s knowledge, the Company is in compliance with the U.S. Patent and Trademark Office’s duty of the Company, no third party is infringing or otherwise violating any of candor and disclosure for patent applications within the Company Intellectual Property owned by filed in the United States and have made no material misrepresentation in connection with such patent applications, and (E) the Company or any and its subsidiaries have taken reasonable measures to protect, maintain and safeguard the Company Intellectual Property, including the execution of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effectappropriate nondisclosure and confidentiality agreements.

Possession of Intellectual Property. The Company Company, the Operating Partnership and the Subsidiaries own or their respective subsidiaries have validaccess to adequate patents, bindingpatent rights, enforceable and sufficient licenses or other rights to use the patents and patent applicationslicenses, inventions, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected ) necessary to have a Material Adverse Effect, carry on the Company Intellectual Property is valid, subsisting and enforceablebusiness now operated by them, and none of the patents owned or licensed by Company, the Company Operating Partnership or any of the Subsidiaries their respective subsidiaries have received any notice or is unenforceable otherwise aware of any infringement of or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied conflict with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property asserted rights of others with respect to any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor or of any of the Subsidiaries is obligated to pay a royalty, grant a license, facts or provide other consideration to circumstances which would render any third party in connection with the Company Intellectual Property other than as disclosed in invalid or inadequate to protect the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge interest of the Company, orally) that (A) the Company Operating Partnership or any of their respective subsidiaries therein, and which infringement or conflict (if the Subsidiaries has infringed or otherwise violated any intellectual property rights subject of any third personunfavorable decision, (B) the Company ruling or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (Bfinding) or adversely alter the scope of the rights provided thereunder invalidity or (D) otherwise concerns the ownershipinadequacy, enforceability, validity, scope, registerability, interference, use singly or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); aggregate, would result in a Material Adverse Effect. (xxx) No Acquisitions or Dispositions. (i) There are no contracts, letters of intent, term sheets, agreements, arrangements or understandings with respect to the knowledge direct or indirect acquisition or disposition by any of the Company, no third party is infringing the Operating Partnership or otherwise violating any their respective subsidiaries of interests in assets or real property that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus that are not so described; and (ii) except as described in the Registration Statement and the Prospectus, none of the Company Intellectual Property owned by Company, the Company Operating Partnership or any of their respective subsidiaries or Predecessor Entities (or subsidiary thereof) has sold any real property to a third party during the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect.immediately preceding twelve (12) calendar

Possession of Intellectual Property. The Except as disclosed in or specifically contemplated by the General Disclosure Package, (i) each of the Company and the Subsidiaries own its Subsidiary owns or have valid, binding, enforceable and sufficient licenses has adequate rights (or other believes it can obtain adequate rights on reasonable terms) to use the patents and all trademarks, trademark applications, trade names, domain names, patents, patent applications, patent rights, copyrights, trademarkstechnology, know-how, trade secrets, service marks, trade namesdress rights, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development proprietary rights (collectively, the “Company Intellectual Property”); ) and has such other licenses, approvals, permits, and governmental authorizations, in each case sufficient to conduct its business as now conducted and as now proposed to be conducted, except as for the absence of non-U.S. rights to Intellectual Property that would not reasonably be expected to have a Material Adverse Effect, and, to each of the Company Intellectual Property is validand its Subsidiary’s knowledge, subsisting and enforceable, and none of the patents owned or licensed by Intellectual Property of the Company or any its Subsidiary is invalid or unenforceable, and all patent applications of the Subsidiaries is unenforceable or invalidCompany and its Subsidiary have been properly filed and, to each of the Company and its Subsidiary’s knowledge, prosecuted in accordance with all applicable laws, (ii) each of the Company and its Subsidiary has no knowledge that the conduct of its business as now conducted, and none as now proposed to be conducted, will infringe, misappropriate, conflict, or otherwise interfere with, the Intellectual Property of any third party, (iii) each of the patent applications Company and its Subsidiary is not aware of any infringement, misappropriation, conflict or violation by Intellectual Property owned or licensed controlled by any third party, of or with the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiariesits Subsidiary’s Intellectual Property, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property iv) there is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (pending or, to the knowledge of the CompanyCompany or its Subsidiary, orally) that (A) threatened action, suit, proceeding, or other claim against the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third personits Subsidiary or, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the CompanyCompany or its Subsidiary, no third party is infringing or otherwise violating any employee of the Company or its Subsidiary, asserting that the Company or its Subsidiary’s Intellectual Property infringes third party Intellectual Property, and (v) the Company or its Subsidiary has not received any written notice of infringement with respect to any patent or any written notice challenging the validity, scope or enforceability of any Intellectual Property owned by or licensed to the Company or its Subsidiary. Except as disclosed in the General Disclosure Package, the Company and its Subsidiary’s Intellectual Property is free and clear of any of pledge, lien, security interest, encumbrance, claim or equitable interest whether imposed by agreement, contract, understanding, law or equity, which individually or in the Subsidiaries, except as aggregate would not reasonably be expected to have result in a Material Adverse EffectEffect on the Company or its Subsidiary’s financial condition, operations or assets taken as a whole.

Possession of Intellectual Property. The To the Company’s knowledge, each of the Company and the Subsidiaries own each Subsidiary owns or have valid, binding, enforceable and sufficient licenses or other rights to use the possesses all patents and patent applications, trademarks, trademark registrations and applications, service marks, service xxxx registrations and applications, tradenames, copyrights, copyright registrations and applications, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other intellectual property (collectively, “Intellectual Property”) that the Company currently believes is necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the General Disclosure Package and the Final Prospectus, and the Company is not aware of any claim to the contrary or any challenge by any other person or entity to the rights of the Company or any Subsidiary with respect to the foregoing except for those in the General Disclosure Package and the Final Prospectus or those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Each of the Company and each Subsidiary has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person or entity to any Intellectual Property license. To the Company’s knowledge, the Company’s and each Subsidiary’s respective businesses as now conducted and as proposed to be conducted does not and will not infringe, misappropriate or otherwise violate or conflict with any valid patents, trademarks, service marks, trade names, technologycopyrights, know-how (including trade secrets and secrets, licenses or other unpatented and/or unpatentable proprietary rights) and Intellectual Property or franchise right of any person or entity. No claim has been made in writing against the Company or any Subsidiary alleging the infringement, misappropriation or other intellectual property necessary violation by the Company or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus Subsidiary of any patent, trademark, service xxxx, trade name, copyright, trade secret, license or otherwise necessary other Intellectual Property or used in connection with the commercialization franchise right of the existing products any person or entity. Each of the Company and each Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the Subsidiaries execution of appropriate nondisclosure and confidentiality agreements. To the Company’s knowledge, all Intellectual Property owned by the Company and/or each Subsidiary is valid and enforceable. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person or entity in respect of, the Company or any Subsidiary’s right to own, use, or hold for use any of the Intellectual Property as owned, used or held for use in the conduct of their respective businesses as currently conducted. With respect to the use of the software in the Company or any Subsidiary’s business as it is currently conducted, neither the Company nor any Subsidiary has experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected. The Company and each Subsidiary have at all times complied with all applicable laws relating to privacy, data protection, and the products described collection and use of personal information collected, used, or held for use by the Company and any Subsidiary in the Prospectus as being under development (collectivelyconduct of the Company and each Subsidiary’s business, the “Company Intellectual Property”); except as for those failures to comply that would not reasonably be expected to have a Material Adverse Effect, . No claims have been asserted or threatened in writing against the Company Intellectual Property is valid, subsisting or any Subsidiary alleging a violation of any person’s privacy or personal information or data rights and enforceable, and none the consummation of the patents owned transactions contemplated hereby will not breach or licensed otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company or any Subsidiary in the conduct of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) Subsidiary’s business except for those that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect. Each of the Company and each Subsidiary takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse, except for those that would not have a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its Subsidiary own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the General Disclosure Package or the Final Prospectuses or that is necessary or used in any material respect to for the conduct of their respective businesses in the manner in which they are being conducted as currently conducted, as proposed to be conducted, and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company General Disclosure Package and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”)Final Prospectuses; neither the Company nor the Subsidiaries have infringed its Subsidiary has received any notice or is otherwise violated any intellectual property rights aware of any third person or have breached material infringement of any contract in connection with which any Company Intellectual Property is provided or of any facts or circumstances that would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interests of the Company and the Subsidiariesor of its Subsidiary therein; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any there are no third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (parties who have or, to the knowledge of the Company, orally) that (A) would reasonably be expected to be able to establish rights to any Intellectual Property of the Company or any its Subsidiary, except for, and to the extent of, the ownership rights of the Subsidiaries has infringed or otherwise violated any intellectual property rights owners of any third person, (B) the Intellectual Property that the General Disclosure Package and the Final Prospectuses disclose is licensed to the Company or any its Subsidiary; there is no pending or, to the knowledge of the Subsidiaries is Company, threatened action, suit, proceeding or claim by others challenging the Company’s or its Subsidiary’s rights in breach or default to any such Intellectual Property, or challenging the validity, enforceability or scope of any contract under such Intellectual Property, or asserting that the Company or its Subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the General Disclosure Package or the Final Prospectuses, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; the Company and its subsidiary have complied in all material respects with the terms of each agreement pursuant to which any Company Intellectual Property is providedhas been licensed to the Company or its subsidiary, (C) all such person will terminate a contract described agreements are in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownershipfull force and effect, enforceabilityand, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing event or otherwise violating any condition has occurred or, to the knowledge of the Company Intellectual Property owned by Company, exists that gives or, with notice or passage of time or both, would give any person or entity the Company or right to terminate any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effectsuch agreement.

Possession of Intellectual Property. The Except as otherwise may be disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, the Company and the Subsidiaries its subsidiaries own or have valid, binding, enforceable and sufficient licenses or other rights valid license to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technologytrademark applications and registrations, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rightsconfidential information) and and/or other intellectual property necessary or (collectively, “Intellectual Property”) used in any material respect or reasonably necessary to the conduct of their respective businesses in the manner in which they are being business as now conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “General Disclosure Package, and the Prospectus. The Company and its subsidiaries have not received any written notice of any infringement, violation, or misappropriation of third-party Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries there is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (pending or, to the knowledge of the Company, orally) that (A) the Company threatened action, suit, proceeding, or claim regarding any of the Subsidiaries has infringed such infringement, violation, or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to misappropriation. To the knowledge of the Company, no third party is infringing or otherwise violating any the operation of the business of the Company as now conducted as described in the Registration Statement, the General Disclosure Package, and the Prospectus does not infringe, misappropriate, or otherwise violate the Intellectual Property rights of any third party. The Company and its subsidiaries have not received any written notice challenging the validity, enforceability, or scope of any Intellectual Property owned by the Company or any of its subsidiaries (“Company Intellectual Property”). Except as otherwise may be disclosed in the SubsidiariesRegistration Statement, except as the General Disclosure Package, and the Prospectus, to the knowledge of the Company, all material Company Intellectual Property is valid and enforceable. The Company and its subsidiaries are unaware of any facts or circumstances that would not reasonably be expected to render any of the Company Intellectual Property invalid or unenforceable. To the knowledge of the Company, there is no infringement, misappropriation, or other violation of the Company Intellectual Property, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding, or claim by any third party challenging the Company’s or any of its subsidiaries’ rights in, or the validity, ownership, registrability, enforceability, or scope of, any such Company Intellectual Property. Except as otherwise may be disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, (1) the Company and its subsidiaries are in compliance in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, (2) the Company and its subsidiaries have not received any unresolved written notice alleging any such noncompliance and are unaware of any facts or circumstances which would form a Material Adverse Effectreasonable basis for any such claim, and (3) all such agreements are in full force and effect. All material Company Intellectual Property has been duly maintained, and the Company is unaware of any material defects in, including in connection with the filing and prosecution of, any of the material Company Intellectual Property. Each employee of the Company, or any of its subsidiaries, expected to be involved in inventive activities for or on behalf of the Company or such subsidiaries has signed agreements containing invention assignment obligations effectively assigning to the Company or any of its subsidiaries all of such person’s rights in and to such inventive activity (including any Intellectual Property). The Company and its subsidiaries have taken reasonable steps to maintain and protect the confidentiality of material, confidential information used in connection with the business of the Company and its subsidiaries. To the knowledge of the Company, the confidentiality of such material, confidential information has not been compromised, 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 any claim of right to, ownership of or other lien on any Company Intellectual Property.

Possession of Intellectual Property. The Except as disclosed in the Disclosure Documents, the Company and the Subsidiaries its subsidiaries own or have validpossess, bindingor can acquire on reasonable terms, valid and enforceable and sufficient licenses or other rights to use the patents all patents, statutory invention rights, invention disclosures, rights in utility models and patent applicationsindustrial designs, copyrightsinventions, registered and unregistered copyrights (including copyrights in software), trademarks, service marks, business names, trade names, logos, slogans, trade dress, design rights, Internet domain names, social media accounts, any other designations of source or origin, intellectual property rights in technology, know-software, source code, data and know how (including trade secrets and other unpatented and/or unpatentable proprietary rights) 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, and/or other intellectual property (collectively, “Intellectual Property”) necessary or used in any material respect to conduct their respective businesses in carry on the manner in which they are being business now operated and as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Registration Statement, the General Disclosure Package and the Prospectus as being under development (collectively, the “Disclosure Documents”) by them, provided that the foregoing should not be construed as a representation of non-infringement of the Intellectual Property of third parties. To the Company’s knowledge, except as disclosed in the Disclosure Documents, the Company (i) is not infringing, misappropriating, diluting or otherwise violating, and has not infringed, misappropriated, diluted or otherwise violated, any Intellectual Property rights of third parties; and (ii) has not received any notice or is otherwise aware of any facts which would form a reasonable basis for any claim or assertion that the Company, currently, or in the future upon the manufacturing or commercialization of any product or service described in the Disclosure Documents as under development, infringes, misappropriates, dilutes or otherwise violates any Intellectual Property rights of others. To the Company’s knowledge, there is no pending threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property owned or exclusively licensed by the Company or any of its subsidiaries (the “Company Intellectual Property”); except as would not reasonably be expected or (B) challenging the validity, enforceability or scope of any Company Intellectual Property. As to have a Material Adverse Effectboth (A) and (B), the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company Intellectual Property is validhas been duly maintained and, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensorsis valid, have complied with the duty subsisting and enforceable and free of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract material defects in connection with which any the filing and prosecution thereof. Except as disclosed in the Disclosure Documents: (i) the Company is the sole owner of the Company Intellectual Property owned by it and has the valid and enforceable right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, as applicable; and (ii) no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property that is provided owned or purported to be owned by the Company and that would confer any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property. Except as disclosed in the Subsidiaries; neither Disclosure Documents, the Company nor any of the Subsidiaries is not obligated to pay a material royalty, grant a licenselicense or option, or provide other material consideration to any third party in connection with the Company Intellectual Property. The Company Intellectual Property other than as disclosed has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Prospectus; no person has asserted or, to Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Company Intellectual Property, threatened except for customary reversionary rights of third-party licensors with respect to assert any claim against, or notified, Company Intellectual Property that is disclosed in the Company (or any of the Subsidiaries) in writing (or, Disclosure Documents as exclusively licensed to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed its subsidiaries; and (ii) there is no infringement, misappropriation, dilution, or otherwise violated any intellectual property rights other violation by third parties of any third person, (B) Company Intellectual Property. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any of the Subsidiaries its subsidiaries, and all such agreements are in full force and effect. The Company is taking all reasonable steps necessary to secure assignments to its title, rights and interests in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right and to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company from all employees, consultants, agents and contractors engaged in the development of the Intellectual Property on behalf of the Company, including requiring all such employees, consultants, agents and contractors to execute appropriate invention assignment agreements to assign all of their right, title and interest in and to such Intellectual Property to the Company. To the Company’s knowledge, no such agreement has been breached or violated. The Company and its subsidiaries have taken all reasonable and customary steps to protect, maintain and safeguard the Company Intellectual Property, including by implementation of physical and cyber security measures and the execution of appropriate employment contracts, patent disclosure agreements, non-competition agreements, non-solicitation agreements, nondisclosure agreements, and confidentiality agreements with their employees, and no employee of the Company or its subsidiaries is in or has been in violation of any term of, such agreements or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries. All patents and patent applications owned by the Company or its subsidiaries have been duly and properly filed and each issued patent is being diligently maintained and is valid and enforceable. To the Company’s knowledge, there are no facts that would preclude the issuance of a valid and enforceable patent on any pending patent applications included in the Intellectual Property of the Company. To the Company’s knowledge, the Company and the parties prosecuting such applications have complied or are in the process of complying with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”), and all such requirements in the relevant foreign patent authority having similar requirements as the case may be, in connection with such patents and patent applications for which it has filing, prosecution and/or maintenance responsibilities. To the Company’s knowledge: (i) there is no patent or patent application that contains claims that dominate or may dominate (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Subsidiaries, except as Intellectual Property of the Company; (ii) there is no prior art material to any patent of the Intellectual Property of the Company that may render any U.S. patent held by the Company invalid or unenforceable; and (iii) there is no prior art or public or commercial activity or other facts required to be disclosed to the USPTO and any relevant foreign patent authority that were not (or are not in the process of being) disclosed and which would not preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity or unenforceability with respect to any patents that have a Material Adverse Effectbeen issued with respect to such applications. The Company expects the product candidates described in the Disclosure Documents as under development by the Company to fall within the scope of the claims of one or more patents or patent applications owned by the Company, as described in the Disclosure Documents.

Possession of Intellectual Property. The Company and the Subsidiaries own owns or have validpossesses, bindingor has a valid license to, enforceable and sufficient licenses or other rights to use the can acquire on reasonable terms, all patents and patent applications, copyrightspatent rights, trademarksstatutory invention rights, service marksinvention disclosures, trade namesdesign rights, technologyrights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), Internet domain names, trademarks, service marks, business names, trade names, logos, slogans, trade dress and any other designations of source or origin, 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, “Intellectual Property”) necessary or used in any material respect to for the conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of business now operated by the Company and the Subsidiaries and the products as proposed to be conducted as described in the Prospectus as being under development Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to own or possess, have a valid license to or have the ability to acquire on reasonable terms any of the foregoing would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has not received any notice of infringement and to the knowledge of the Company, there is no (collectivelyA) infringement, misappropriation, or other violation of or conflict with any Intellectual Property rights of others by the Company, or (B) act (or lack thereof) by the Company which would reasonably be expected to render any Intellectual Property owned by or exclusively licensed to the Company (such Intellectual Property, the “Company Intellectual Property”); except as would not ) invalid or unenforceable, and which infringement, misappropriation, violation or conflict or invalidity or unenforceability, would, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, the Company Intellectual Property . There is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (pending or, to the knowledge of the Company, orally) that (A) threatened action, suit, proceeding or claim regarding the subject matter of the foregoing sentence and the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights is unaware of any third personfacts which would form a reasonable basis for any such claim. There is no pending or, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or otherwise violating any of 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 owned by and the Company or is unaware of any facts which would form a reasonable basis for any such claim. To the knowledge of the SubsidiariesCompany, except as would not reasonably be expected to have a Material Adverse Effect.there is no

Possession of Intellectual Property. The Company owns and the Subsidiaries own possesses or have validhas valid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property necessary or used in any material respect to conduct their respective businesses (collectively, “Intellectual Property”) that is described in the manner in which they are being conducted and in Registration Statement, the manner in which it is contemplated as set forth in General Disclosure Package or the Prospectus or otherwise that is necessary or used in connection with for the commercialization conduct of the existing products of the Company its business as currently conducted and the Subsidiaries and the products as described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); General Disclosure Package and the Prospectus, except as where the failure to own or possess such rights would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, ; the Company has not received any notice nor is it otherwise aware of any infringement, misappropriation or violation of, or conflict with rights of others with respect to any Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable Company’s business, products or invalid, and none of the patent applications owned activities as currently being conducted or licensed by the Company or any of the Subsidiaries would as proposed to be unenforceable or invalid if issued as patentsconducted; the Company and is not aware of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure interests of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectivelyCompany therein, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed except where such invalidity or otherwise violated any intellectual property rights of any third person inadequacy would not, individually or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectusaggregate, reasonably be expected to have a Material Adverse Effect; there are no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (third parties who have or, to the knowledge of the Company, orally) that (A) the Company or will be able to establish rights to any material Intellectual Property of the Subsidiaries has infringed or otherwise violated any intellectual property Company, except for, and to the extent of, the ownership rights of any third person, (B) the Company or any owners of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property which the Registration Statement, the General Disclosure Package and the Prospectus disclose is providedlicensed to the Company; there is no pending or, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes or otherwise violating violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe, misappropriate, conflict with or violate, any Intellectual Property of others, and the Company Intellectual Property owned by the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or any of the Subsidiariesclaim, except as for such infringements, violations, conflicts or misappropriations that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company has complied in all material respects with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company, to the knowledge of the Company, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give the other party to any such agreement the right to terminate any such agreement; and, to the Company’s knowledge, there is no patent or patent application that contains claims that interfere with any Intellectual Property that is owned or licensed by of the Company or that challenges the validity, enforceability or scope of any such Intellectual Property.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or have valid, binding, enforceable and sufficient licenses or other all rights to use the in patents and patent applications, copyrightscopyright registrations and applications for copyright registration, trademarkstrademark registrations and applications for trademark registrations, and service marks, trade names, technologyservice names, know-software, internet addresses, and domain names that are identified with particularity as being owned by the Company or any of its subsidiaries in (including through incorporation by reference) the Registration Statement, the General Disclosure Package, or the Prospectus (“IP Rights”). The Company and its subsidiaries have valid and enforceable licenses to those certain intellectual property rights as specified in the license agreements identified with particularity in (including through incorporation by reference) the Registration Statement, the General Disclosure Package, or the Prospectus (“License Rights”). The Company and its subsidiaries own or otherwise possess all rights in that certain know how (including trade secrets and other unpatented and/or unpatentable proprietary rightsor confidential information, systems, or procedures) and other intellectual property necessary or that is used in any material respect to currently and is necessary for the conduct of their respective businesses in the manner in which they are being as currently conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual PropertyKnow-How”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to . To the Company’s knowledge, their licensorsthe IP Rights, have complied with License Rights, and Know-How, taken together (the duty of candor and disclosure “Rights”), are sufficient for the conduct of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights respective businesses of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither its Subsidiaries as currently conducted. Neither the Company nor any of the Subsidiaries is obligated to pay a royaltyits subsidiaries have received any notice or are otherwise aware of any infringement, grant a licensemisappropriation, or provide other consideration to violation of the IP Rights or the Know How in any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to of the Company’s knowledge, threatened to assert any claim againstor its subsidiaries’ businesses as currently conducted, or notifiedits or their products as currently constituted, which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Neither the Company (or nor any of the Subsidiaries) in writing (its subsidiaries are aware of any facts or circumstances that would reasonably be expected to render any IP Rights invalid. There is no pending or, to the knowledge of the Company, orally) threatened action, suit, proceeding, or claim by any third party challenging the Company’s or any subsidiary’s rights in or to the Rights, or challenging the validity or enforceability of any of the IP Rights or the Know How that (A) is owned by the Company or any of its subsidiaries, or asserting that the Subsidiaries has infringed Company or otherwise violated any subsidiary infringes, misappropriates, or violates any intellectual property rights of any third personparty, (B) in each instance that would be materially adverse to the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to Company. To the knowledge of the Company, no third party is infringing or otherwise violating any of (x) the Company Intellectual Property owned by and its subsidiaries have in all material respects complied with the terms of each license agreement pursuant to which any License Rights have been licensed to the Company or any subsidiary; (y) all such agreements are in full force and effect; and (z) no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any licensor of the SubsidiariesLicense Rights the right to terminate any such agreement. To the knowledge of the Company, except there is no issued patent having currently enforceable claims that would require the Company to obtain a license from the third party holder of such patent in order that the Company or its subsidiaries continue to conduct any material aspect of its or their business as would not currently conducted that is covered by any allowed patent claims within the IP Rights or that could reasonably be expected used by such third party holder to have a Material Adverse Effectchallenge the validity or enforceability of any such allowed patent claims within the IP Rights.

Possession of Intellectual Property. The Company and the Subsidiaries own its subsidiaries own, or have validobtained valid and enforceable licenses for, binding, enforceable and sufficient licenses or other rights to use use, the patents and inventions, patent applications, patents, trademarks (both registered and unregistered), tradenames, service names, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses information described in the manner in which they are being conducted Registration Statement, the General Disclosure Package and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development 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, the “Company Intellectual Property”); except as would not reasonably be expected to (i) there are no third parties who have a Material Adverse Effector, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensorswill be able to establish rights to any Intellectual Property, have complied with except for, and to the duty of candor and disclosure extent of, the ownership rights of the U.S. Patent and Trademark Office and any similar foreign intellectual property office owners of the Intellectual Property which the Registration Statement (collectivelyexcluding the exhibits thereto), the “Patent Offices”)General Disclosure Package and the Prospectus disclose is licensed to the Company; neither (ii) to the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights Company’s knowledge, there is no infringement by third parties of any third person or have breached any contract in connection with which any Company Intellectual Property Property; (iii) there is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to assert any claim againstIntellectual Property, or notified, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (or any of the Subsidiariesiv) in writing (there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property; (v) there is no pending or, to the Company’s knowledge, orally) threatened action, suit, proceeding or claim by others that (A) the Company or any of the Subsidiaries has infringed subsidiary infringes or otherwise violated violates, or would, upon the commercialization of any intellectual property product or service described in the Registration Statement, the General Disclosure Package and the Prospectus as under development, infringe or violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of any third person, others; (Bvi) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect; and (vii) there is no patent or patent application that contains claims that interfere with the issued or pending claims of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by or that challenges the Company validity, enforceability or scope of any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse EffectIntellectual Property.

Possession of Intellectual Property. The Except as disclosed in the Disclosure Documents, the Company and the Subsidiaries its subsidiaries own or have validpossess, bindingor can acquire on reasonable terms, valid and enforceable and sufficient licenses or other rights to use the patents all patents, statutory invention rights, invention disclosures, rights in utility models and patent applicationsindustrial designs, copyrightsinventions, registered and unregistered copyrights (including copyrights in software), trademarks, service marks, business names, trade names, logos, slogans, trade dress, design rights, Internet domain names, social media accounts, any other designations of source or origin, intellectual property rights in technology, know-software, source code, data and know how (including trade secrets and other unpatented and/or unpatentable proprietary rights) 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, and/or other intellectual property (collectively, “Intellectual Property”) necessary or used in any material respect to conduct their respective businesses in carry on the manner in which they are being business now operated and as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Registration Statement, the General Disclosure Package and the Prospectus as being under development (collectively, the “Disclosure Documents”) by them, provided that the foregoing should not be construed as a representation of non-infringement of the Intellectual Property of third parties. To the Company’s knowledge, except as disclosed in the Disclosure Documents, the Company (i) is not infringing, misappropriating, diluting or otherwise violating, and has not infringed, misappropriated, diluted or otherwise violated, any Intellectual Property rights of third parties; and (ii) has not received any notice or is otherwise aware of any facts which would form a reasonable basis for any claim or assertion that the Company, currently, or in the future upon the manufacturing or commercialization of any product or service described in the Disclosure Documents as under development, infringes, misappropriates, dilutes or otherwise violates any Intellectual Property rights of others. To the Company’s knowledge, there is no pending threatened action, suit, proceeding or claim by others: (X) challenging the Company’s rights in or to any Intellectual Property owned or exclusively licensed by the Company or any of its subsidiaries (the “Company Intellectual Property”); except as would not reasonably be expected or (Y) challenging the validity, enforceability or scope of any Company Intellectual Property. As to have a Material Adverse Effectboth (X) and (Y), the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company Intellectual Property is validhas been duly maintained and, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensorsis valid, have complied with the duty subsisting and enforceable and free of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract material defects in connection with which any the filing and prosecution thereof. Except as disclosed in the Disclosure Documents: (A) the Company is the sole owner of the Company Intellectual Property owned by it and has the valid and enforceable right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, as applicable; and (B) no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property that is provided owned or purported to be owned by the Company and that would confer any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property. Except as disclosed in the Subsidiaries; neither Disclosure Documents, the Company nor any of the Subsidiaries is not obligated to pay a material royalty, grant a licenselicense or option, or provide other material consideration to any third party in connection with the Company Intellectual Property. The Company Intellectual Property other than as disclosed has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Prospectus; no person has asserted or, to Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that : (A) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Disclosure Documents as exclusively licensed to the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, its subsidiaries; and (B) there is no infringement, misappropriation, dilution, or other violation by third parties of any Company Intellectual Property. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any of the Subsidiaries its subsidiaries, and all such agreements are in full force and effect. The Company is taking all reasonable steps necessary to secure assignments to its title, rights and interests in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right and to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company from all employees, consultants, agents and contractors engaged in the development of the Intellectual Property on behalf of the Company, including requiring all such employees, consultants, agents and contractors to execute appropriate invention assignment agreements to assign all of their right, title and interest in and to such Intellectual Property to the Company. To the Company’s knowledge, no such agreement has been breached or violated. The Company and its subsidiaries have taken all reasonable and customary steps to protect, maintain and safeguard the Company Intellectual Property, including by implementation of physical and cyber security measures and the execution of appropriate employment contracts, patent disclosure agreements, non-competition agreements, non-solicitation agreements, nondisclosure agreements, and confidentiality agreements with their employees, and no employee of the Company or its subsidiaries is in or has been in violation of any term of, such agreements or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries. All patents and patent applications owned by the Company or its subsidiaries have been duly and properly filed and each issued patent is being diligently maintained and is valid and enforceable. To the Company’s knowledge, there are no facts that would preclude the issuance of a valid and enforceable patent on any pending patent applications included in the Intellectual Property of the Company. To the Company’s knowledge, the Company and the parties prosecuting such applications have complied or are in the process of complying with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”), and all such requirements in the relevant foreign patent authority having similar requirements as the case may be, in connection with such patents and patent applications for which it has filing, prosecution and/or maintenance responsibilities. To the Company’s knowledge: (1) there is no patent or patent application that contains claims that dominate or may dominate (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Subsidiaries, except as Intellectual Property of the Company; (2) there is no prior art material to any patent of the Intellectual Property of the Company that may render any U.S. patent held by the Company invalid or unenforceable; and (3) there is no prior art or public or commercial activity or other facts required to be disclosed to the USPTO and any relevant foreign patent authority that were not (or are not in the process of being) disclosed and which would not preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity or unenforceability with respect to any patents that have a Material Adverse Effectbeen issued with respect to such applications. The Company expects the product candidates described in the Disclosure Documents as under development by the Company to fall within the scope of the claims of one or more patents or patent applications owned by the Company, as described in the Disclosure Documents.

Possession of Intellectual Property. The Company and the Subsidiaries own Subsidiary own, possess, license or have valid, binding, enforceable and sufficient licenses or other rights to use the patents and all patents, patent applications, copyrights, trademarks, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business as now conducted or used in any material respect as proposed to conduct their respective businesses be conducted in the manner in which they are being conducted and in the manner in which it is contemplated Prospectus. Except as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization Prospectus, (i) there are no rights of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company third parties to any such Intellectual Property”); , except as would any rights which have not had and are not reasonably be expected likely to have result in a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and (ii) to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights there is no material infringement by third parties of any third person or have breached any contract in connection with which any Company such Intellectual Property Property; (iii) there is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to assert any claim againstsuch Intellectual Property, or notified, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (or any of the Subsidiariesiv) in writing (there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, orally) threatened action, suit, proceeding or claim by others that (A) the Company or any of the Subsidiaries has infringed infringes or otherwise violated violates any intellectual property patent, trademark, copyright, trade secret or other proprietary rights of any third personothers, (B) and the Company or any of the Subsidiaries is in breach or default unaware of any contract under fact which would form a reasonable basis for any Company such claim; (vi) to the Company’s knowledge, there is no patent or published patent application in the United States which contains claims that interfere with the issued or pending claims of any Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) the Prospectus as being owned by or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); licensed to the knowledge Company; and (vii) there is no prior art of the Company, no third party is infringing or otherwise violating any of which the Company Intellectual Property owned is aware that is reasonably likely to render any U.S. patent held by the Company invalid or any of U.S. patent application held by the Subsidiaries, except as would Company unpatentable which has not reasonably be expected been disclosed to have a Material Adverse Effectthe U.S. Patent and Trademark Office.

Possession of Intellectual Property. The Except as described in the Registration Statement and the Prospectus or where it would not, singly or in the aggregate, result in a Material Adverse Effect, (A) the Company and the Subsidiaries own its subsidiaries own, possess or have validthe right to use, binding, enforceable and sufficient licenses or other rights can acquire the right to use the patents and patent applicationson reasonable terms, all patents, licenses, inventions, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary or used in any material respect to conduct their respective businesses in carry on the manner in which they are being business now operated by them and as currently proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development Registration Statement or the Prospectus, (collectivelyB) to the knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company or its subsidiaries (such Intellectual Property, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect) has been duly and properly filed and maintained, the Company Intellectual Property is free and clear of liens or security interests, and is in full force and effect, valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries (C) there is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (pending or, to the knowledge of the Company, orally) that (A) the Company threatened action, suit, proceeding or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of claim by any third personparty challenging the validity, (B) the Company ownership, registrability, enforceability or any scope of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property and the Company is providedunaware of any facts which would form a reasonable basis for any such claim, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownershipno third party, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing infringing, misappropriating or otherwise violating any of the Company Intellectual Property owned 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 Subsidiariesforegoing, (E) (1) neither the Company nor any of its subsidiaries has received any written notice of nor, to the knowledge of the Company, has engaged in, any infringement, misappropriation or other violation of any Intellectual Property of any third party, (2) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim regarding the subject matter of the foregoing, and (3) the Company and its subsidiaries are unaware of any facts which would form a reasonable basis for any such claim, (F) to the knowledge of the Company, the parties prosecuting patent applications within the Company Intellectual Property have complied with their duty of candor and disclosure to the USPTO or foreign patent offices, as applicable, in connection with such applications and the Company is not aware of any facts required to be disclosed to the USPTO or foreign patent offices that were not disclosed and which would preclude the grant of a patent in connection with any such patent application or could form the basis of a finding of invalidity or unenforceability with respect to any patents that have issued with respect to such patent applications, (G) each person who is or was an employee or contractor of the Company or any of its subsidiaries and who is or was involved in the creation or development of any Company Intellectual Property for or on behalf of the Company has executed a valid agreement containing an assignment or exclusive license to the Company or any of its subsidiaries of such person’s rights in and to such Company Intellectual Property, (H) the Company has taken reasonable steps in accordance with standard industry practice to maintain and protect the confidentiality of the trade secrets and other confidential Intellectual Property used in connection with the business of the Company and its subsidiaries and, to the knowledge of the Company, such confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except as would not reasonably be expected pursuant to have a Material Adverse Effectnondisclosure and confidentiality agreements.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary or used in any material respect to for the conduct of their respective businesses in the manner in which they are being as currently conducted, as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); except General Disclosure Package and the Prospectus. Except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; i) neither the Company nor any of the Subsidiaries its subsidiaries has received any notice or is obligated to pay a royalty, grant a license, otherwise aware of any infringement of or provide other consideration conflict with rights of others with respect to any third party in connection with Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiariesits subsidiaries therein; (ii) in writing (there are no third parties who have or, to the knowledge of the Company, orally) that (A) will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the Subsidiaries has infringed or otherwise violated any intellectual property extent of, the ownership rights of any third personthe owners of the Intellectual Property which the Registration Statement, (B) the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Subsidiaries its subsidiaries; (iii) there is in breach or default of any contract under which any Company Intellectual Property is providedno pending or, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violating violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property owned by has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and (v) 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 or any of its subsidiaries or that challenges the Subsidiariesvalidity, except as would not reasonably be expected to have a Material Adverse Effectenforceability or scope of any such Intellectual Property.

Possession of Intellectual Property. The Except as described in the General Disclosure Package, the Company and the Subsidiaries its subsidiaries own or have valid, binding, enforceable and sufficient licenses or other rights possess a valid right to use the patents (in either case, free of any liens, charges and encumbrances) or can acquire on reasonable terms sufficient trademarks, trade names, patent applicationsrights, copyrights, trademarksdomain names, service markslicenses, approvals, trade namessecrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company similar rights, including registrations and the Subsidiaries and the products described in the Prospectus as being under development applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the “Company conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property”); except as Property Rights would not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, . Except as disclosed in the Company General Disclosure Package (i) there are no rights of third parties to own or use any of the Intellectual Property is valid, subsisting and enforceable, and none of the patents Rights owned or licensed by the Company or its subsidiaries; (ii) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the Subsidiaries is unenforceable or invalidforegoing, and none by any third parties of any of the patent applications owned or licensed by Intellectual Property Rights of the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiariesits subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted orand, to the Company’s knowledge, threatened to assert any claim against, or notified, the Intellectual Property Rights of the Company and each of its subsidiaries are valid and enforceable; (or any of the Subsidiariesiii) in writing (there is no pending or, to the knowledge of the Company, orally) that (A) threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to, or the Subsidiaries has infringed or otherwise violated any intellectual property rights violation of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company their Intellectual Property Rights; (iv) there is providedno pending or, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or otherwise violating claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights of the Company Intellectual Property owned or its subsidiaries; (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others; (vi) none of the SubsidiariesIntellectual 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; and (vii) the Company and its subsidiaries have taken reasonable measures to protect the confidentiality of trade secrets and other confidential and proprietary information, and, to the knowledge of the Company, there has not been any disclosure of any trade secrets or other confidential and proprietary information that has resulted, or is likely to result, in the loss of trade secret or other rights in and to such information; except in each case covered by clauses (i) — (vii) such as would not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Possession of Intellectual Property. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) each of the Company and the Subsidiaries own Subsidiary owns or have valid, binding, enforceable and sufficient licenses has adequate rights (or other believes it can obtain adequate rights on reasonable terms) to use the patents and all trademarks, trademark applications, trade names, domain names, patents, patent applications, patent rights, copyrights, trademarkstechnology, know-how, trade secrets, service marks, trade namesdress rights, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development proprietary rights (collectively, the “Company Intellectual Property”); ) and has such other licenses, approvals, permits, and governmental authorizations with respect to such Intellectual Property, in each case sufficient to conduct its business as now conducted and as now proposed to be conducted, except as for the absence of rights to Intellectual Property that would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is validand, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure none of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither Intellectual Property of the Company nor or the Subsidiaries Subsidiary is invalid or unenforceable, except where such invalidity or unenforceability would not, individually or in the aggregate, reasonably be expected to have infringed or otherwise violated any intellectual property rights a Material Adverse Effect, and all material patent applications of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither Subsidiary have been properly filed and, to the Company’s knowledge, prosecuted in accordance with all applicable laws, (ii) the Company nor any has no knowledge that the conduct of its or the Subsidiaries is obligated Subsidiary’s business, as now conducted, and as now proposed to pay a royaltybe conducted, grant a licensewill infringe, misappropriate, conflict, or provide other consideration to otherwise interfere with, the Intellectual Property of any third party which, individually or in connection the aggregate, would reasonably be expected to have a Material Adverse Effect, (iii) the Company is not aware of any infringement, misappropriation, conflict or violation by Intellectual Property owned or controlled by any third party, of or with the Company Company’s or the Subsidiary’s Intellectual Property other than as disclosed Property, which, individually or in the Prospectus; aggregate, would reasonably be expected to have a Material Adverse Effect, (iv) there is no person has asserted pending or, to the Company’s knowledge, threatened to assert any claim againstaction, suit, proceeding, or notified, other claim against the Company (or any of the Subsidiaries) in writing (Subsidiary or, to the knowledge Company’s knowledge, any employee of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed Subsidiary, asserting that the Company’s or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Subsidiary’s Intellectual Property is providedinfringes third party Intellectual Property, (C) such person will terminate a contract described in clause (B) which, individually or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect, and (v) neither the Company nor the Subsidiary have received any written notice of infringement with respect to any patent or any written notice challenging the validity, scope or enforceability of any Intellectual Property owned by or licensed to the Company or the Subsidiary, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company’s and the Subsidiary’s Intellectual Property is free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest whether imposed by agreement, contract, understanding, law or equity, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiary own or have validpossess adequate patents, bindingpatent rights, enforceable and sufficient licenses or other rights to use the patents and patent applicationslicenses, inventions, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization property, including, without limitation, all of the existing products of the Company and the Subsidiaries and the products intellectual property described in the Prospectus Offering Memorandum as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company (collectively, "Intellectual Property"), necessary to carry on the business now operated by them. Except as set forth in the Offering Memorandum (exclusive of any amendments thereto after the date hereof), no valid U.S. patent is, or any to the knowledge of the Subsidiaries is unenforceable or invalidCompany would be, and none infringed by the activities of the Company in the manufacture, use, offer for sale or sale of any product or component thereof as described in the Offering Memorandum. The patent applications owned (the "Patent Applications") filed by or on behalf of the Company described in the Offering Memorandum have been properly prepared and filed on behalf of the Company; except as set forth in the Offering Memorandum (exclusive of any amendments thereto after the date hereof) each of the Patent Applications and patents (the "Patents") described in the Offering Memorandum is assigned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensorsand, have complied with except as set forth in the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office Offering Memorandum (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights exclusive of any third person amendments thereto after the date hereof), no other entity or have breached individual has any contract right or claim in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royaltyPatent, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (Patent Application or any of the Subsidiaries) in writing (orpatent to be issued therefrom; and, to the knowledge of the Company, orally) that (A) each of the Patent Applications discloses potentially patentable subject matter. There are no actions, suits or judicial proceedings pending relating to patents or proprietary information to which the Company is a party or of which any property of the Company is subject and neither the Company nor its subsidiary 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 could render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiary therein, and which infringement or conflict (if the Subsidiaries has infringed or otherwise violated any intellectual property rights subject of any third personunfavorable decision, (B) the Company ruling or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (Bfinding) or adversely alter the scope of the rights provided thereunder invalidity or (D) otherwise concerns the ownershipinadequacy, enforceability, validity, scope, registerability, interference, use singly or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not could reasonably be expected to have result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries own Subsidiary own, possess, license or have valid, binding, enforceable and sufficient licenses or other rights to use the patents and all patents, patent applications, copyrights, trademarks, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business as now conducted or used in any material respect as proposed to conduct their respective businesses be conducted in the manner in which they are being conducted and in the manner in which it is contemplated Disclosure Materials. Except as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization Disclosure Materials, (i) there are no rights of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company third parties to any such Intellectual Property”); , except as would any rights which have not had and are not reasonably be expected likely to have result in a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and (ii) to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights there is no material infringement by third parties of any third person or have breached any contract in connection with which any Company such Intellectual Property Property; (iii) there is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to assert any claim againstsuch Intellectual Property, or notified, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (or any of the Subsidiariesiv) in writing (there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, orally) threatened action, suit, proceeding or claim by others that (A) the Company or any of the Subsidiaries has infringed infringes or otherwise violated violates any intellectual property patent, trademark, copyright, trade secret or other proprietary rights of any third personothers, (B) and the Company or any of the Subsidiaries is in breach or default unaware of any contract under fact which would form a reasonable basis for any Company such claim; (vi) to the Company’s knowledge, there is no patent or published patent application in the United States which contains claims that interfere with the issued or pending claims of any Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) the Disclosure Materials as being owned by or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); licensed to the knowledge Company; and (vii) there is no prior art of the Company, no third party is infringing or otherwise violating any of which the Company Intellectual Property owned is aware that is reasonably likely to render any U.S. patent held by the Company invalid or any of U.S. patent application held by the Subsidiaries, except as would Company unpatentable which has not reasonably be expected been disclosed to have a Material Adverse Effectthe U.S. Patent and Trademark Office.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary or used in any material respect to for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the manner in which they are Registration Statement, the General Disclosure Package and the Prospectus; neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement, misappropriation or violation of, or conflict with rights of others with respect to any Intellectual Property or any of the Company’s business, products or activities as currently being conducted or as proposed to be conducted; neither the Company nor any of its subsidiaries is aware 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; there are no third parties who have or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and in to the manner in extent of, the ownership rights of the owners of the Intellectual Property which it is contemplated as set forth in the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of its subsidiaries; there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise necessary violates, or used in connection with would, upon the commercialization of any product or service described in the existing products Registration Statement, the General Disclosure Package or the Prospectus, infringe, misappropriate, conflict with or violate, any Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; the Company and its subsidiaries have complied with the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company terms of each agreement pursuant to which any Intellectual Property”); except as would not reasonably be expected Property has been licensed to have a Material Adverse Effect, the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with any Intellectual Property that is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of its subsidiaries or that challenges the Subsidiaries is unenforceable validity, enforceability or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights scope of any third person or have breached any contract in connection with which any Company such Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse EffectProperty.

Possession of Intellectual Property. The Company and the Subsidiaries own or have valid, binding, enforceable and sufficient licenses or other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses Except as otherwise disclosed in the manner in which they are being conducted and in Registration Statements, the manner in which it is contemplated as set forth in General Disclosure Package or the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products Prospectus, each of the Company and the Subsidiaries Subsidiary owns, or has obtained valid and enforceable licenses for, the products inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (1) described in the Registration Statements, the General Disclosure Package and the Prospectus as being under development owned or licensed by it or (2) which are necessary for the conduct of its business as currently conducted or as currently proposed in the Registration Statements, the General Disclosure Package and the Prospectus to be conducted (collectively, the “Company Intellectual Property”)) except in the case of clause (2) where the failure to own, possess or acquire such rights would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as described in the Registration Statements, the General Disclosure Package and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for Intellectual Property rights which are licensed by the Company or the Subsidiary from or granted by the Company or the Subsidiary to its partners, licensors, licensees and other third parties and customary reversionary rights of third-party licensors with respect to Intellectual Property that is licensed to the Company or the Subsidiary; except and (ii) there is no infringement by third parties of any Intellectual Property. Except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, the Company Intellectual Property there is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted pending or, to the Company’s knowledge, threatened to assert any action, suit, proceeding or claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that by others: (A) challenging the Company or the Subsidiary’s rights in or to any of Intellectual Property, and the Subsidiaries has infringed or otherwise violated any intellectual property rights Company is unaware of any third personfacts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of the Subsidiaries is in breach Subsidiary infringes or default otherwise violates, or would, upon the commercialization of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract product or service described in clause (B) or adversely alter the scope of Registration Statements, the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use General Disclosure Package or the right to useProspectus as under development, infringe or violate, any Company Intellectual Property (patent, trademark, trade name, service name, copyright, trade secret or other than a patent office review proprietary rights of pending applications in the ordinary course); to the knowledge of the Companyothers, no third party is infringing or otherwise violating any of and the Company Intellectual Property owned by the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or any of the Subsidiaries, except claim. Except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, each of the Company and the Subsidiary has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or the Subsidiary, as applicable, and to the knowledge of the Company all such agreements are in full force and effect. The product candidates described in the Registration Statements, the General Disclosure Package and the Prospectus as under development by the Company or the Subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or the Subsidiary, as applicable.

Possession of Intellectual Property. The Company and the Subsidiaries Controlled Entities own or have valid, binding, enforceable and sufficient licenses or other possess adequate rights to use the patents and sufficient trademarks, trade names, patent applicationsrights, copyrights, trademarksdomain names, service markslicenses, approvals, trade namessecrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company similar rights, including registrations and the Subsidiaries and the products described in the Prospectus as being under development applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the “Company conduct of the business now conducted or proposed in the Registration Statement, the General Disclosure Package and the Final Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property”); except as Property Rights would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package and the Final Prospectus, (i) there are no rights of third parties to any of the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents Rights owned or licensed by the Company or the Controlled Entities; (ii) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the Subsidiaries is unenforceable foregoing, by the Company, the Controlled Entities or invalid, and none third parties of any of the patent applications owned or licensed by Intellectual Property Rights of the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patentsControlled Entities; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property iii) there is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (pending or, to the knowledge of the Company, orally) that (A) threatened action, suit, proceeding or claim by others challenging the Company Company’s or any Controlled Entity’s rights in or to, or the violation of any of the Subsidiaries has infringed or otherwise violated terms of, any intellectual property rights of their Intellectual Property Rights, and the Company is unaware of any third personfacts which would form a reasonable basis for any such claim; (iv) there is no pending or, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or otherwise violating claim by others challenging the validity, enforceability or scope of any of the Company Intellectual Property Rights owned by the Company or the Controlled Entities, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vi) 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) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim that relates to any challenge that any of the Subsidiariesemployees 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, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (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 businesses 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 covered by clauses (i) – (x) such as would not reasonably be expected to have not, individually or in the aggregate, result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and Each of the Subsidiaries own or have validGroup Companies owns, bindingpossesses, enforceable and sufficient licenses or has other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses its business in the manner in which they are it is being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with Registration Statement, the commercialization of the existing products of the Company General Disclosure Package and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, none of the Company Intellectual Property is valid, subsisting and enforceable, unenforceable or invalid; none of the Group Companies has received any notice of violation or conflict with (and none of the patents owned Group Companies knows of any basis for violation or licensed by the Company or any conflict with) rights of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and others with respect to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”)Intellectual Property; neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; there are no person has asserted pending or, to the Company’s knowledgebest knowledge after due inquiry, threatened to assert any claim againstactions, suits, proceedings or notified, the Company (or claims by others that allege any of the Subsidiaries) in writing (orGroup Companies is infringing any patent, to trade secret, trademark, service mxxx, copyright or other intellectual property or proprietary right; the knowledge discoveries, inventions, products or processes of the CompanyGroup Companies referenced in the Registration Statement, orally) that (A) the Company General Disclosure Package and the Prospectus do not violate or any of the Subsidiaries has infringed or otherwise violated conflict with any intellectual property rights or proprietary right of any third person, (B) the Company or any discovery, invention, product or process that is the subject of a patent application filed by any third person; no officer, director or employee of any Group Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is providedor, (C) such person will terminate a contract described in clause (B) or adversely alter to the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to useCompany’s best knowledge after due inquiry, any Company Intellectual Property (other than a patent office review of pending applications intellectual property, except where any violation would not, individually or in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect; the Group Companies are not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property; to the extent any Intellectual Property is sublicensed to any of the Group Companies by a third party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason; and there are no contracts or other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement other than those described in or filed as an exhibit to the Registration Statement; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Group Companies is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world; each of the Group Companies has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”); all use or disclosure of Confidential Information owned by the Group Companies by or to a third party has been pursuant to a written agreement between the Group Companies and such third party; and all use or disclosure of Confidential Information not owned by the Group Companies has been pursuant to the terms of a written agreement between the Group Companies and the owner of such Confidential Information, or is otherwise lawful.

Possession of Intellectual Property. The Company Except as disclosed in the General Disclosure Package and the Subsidiaries own Final Prospectus, the Company owns, possesses, has valid and enforceable licenses for or have valid, binding, enforceable and sufficient licenses or other otherwise has adequate rights to use the patents and all patent applicationsrights, copyrightsdomain names, trademarks, service markslicenses, trade namessecrets, technologyinventions, technology and know-how a (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by it. No Intellectual Property Right of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. The Company has not received any notice of any claim, and is not otherwise aware of any facts or circumstances, which would render any Intellectual Property Rights of the Company invalid or inadequate to protect the interest of the Company therein. Except as disclosed in the General Disclosure Package and the Final Prospectus, to the Company’s knowledge (i) there are no rights of third parties to any of the Intellectual Property Rights; (ii) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company of any third party Intellectual Property Rights; (iii) there is no pending or threatened action, suit, proceeding or claim by others, whether oral or written, challenging the Company’s rights in or to any of their Intellectual Property Rights; (iv) there is no pending or threatened action, suit, proceeding or claim by others, whether oral or written, challenging the validity, enforceability or scope of any Intellectual Property Rights of the Company; (v) there is no pending or threatened action, suit, proceeding or claim by others, whether oral or written, that the Company infringes, misappropriates or otherwise violates or conflicts with, or would, upon the commercialization of any product or service described in the General Disclosure Package as under development, infringe, misappropriate or otherwise violate or conflict with any Intellectual Property Rights or other proprietary rights of others; (vi) none of the Intellectual Property Rights used by the Company in its businesses has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company or any of its respective officers, directors or employees; (vii) the Company takes commercially reasonable measures to maintain and protect the Intellectual Property Rights necessary or material to the conduct of their businesses as now conducted or as proposed in the General Disclosure Package to be conducted by them, including trade secrets contained therein, including by having a policy pursuant to which employees, officers and other unpatented and/or unpatentable proprietary rights) consultants of and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus Company sign agreements or otherwise necessary or used in connection with the commercialization of the existing products agree to keep proprietary information of the Company in confidence and not to use it except on behalf of the Subsidiaries Company, and by having a policy pursuant to which third parties having access to material Intellectual Property Rights sign confidentiality and non-use agreements or otherwise agree in writing to maintain the products described confidentiality of and not to make unauthorized use of such Intellectual Property Rights; and (viii) there are no material defects in any of the patents or patent applications included in the Prospectus as being under development Intellectual Property Rights except in each case covered by clauses (collectively, the “Company Intellectual Property”); except i) — (viii) such as would not reasonably be expected not, if determined adversely to the Company, individually or in the aggregate, have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect.;

Possession of Intellectual Property. The To the Company’s knowledge, the Company and the Subsidiaries its subsidiaries own or have valid, binding, enforceable and sufficient licenses or other possess adequate rights to use the patents and patent applicationsor can acquire on commercially reasonable terms all inventions, copyrightspatents, trademarks, service marks, trade names, domain names, copyrights, licenses, technology, know-how (including how, trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary and proprietary or used in any confidential information, systems or procedures (including all goodwill associated with, and all registrations and applications for registration of, the foregoing) (collectively, “Intellectual Property”) material respect to the conduct their respective of its businesses in as currently conducted. To the manner in which they are being conducted and in Company’s knowledge, the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization conduct of the existing products business of the Company and the Subsidiaries and the products described its subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of others. Except as would not, individually or in the Prospectus as being under development (collectivelyaggregate, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property there is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted currently pending or, to the Company’s knowledge, threatened to assert any action, suit, proceeding or claim against, or notified, (i) challenging the Company (Company’s or any of the Subsidiaries) its subsidiary’s rights in writing (oror to, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any subsidiary of the SubsidiariesCompany; (ii) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property registered by the Company or any of its subsidiaries, other than office actions received in the ordinary course of prosecuting and maintaining such Intellectual Property, and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim which would, individually or in the aggregate, result in a Material Adverse Effect. To the Company’s knowledge and except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) all finally issued registered Intellectual Property that is owned by the Company or any of its subsidiaries is not invalid or unenforceable, and (y) all registered Intellectual Property owned by the Company or a subsidiary of the Company is owned free and clear of all third-party liens.

Possession of Intellectual Property. The Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company and the Subsidiaries own its subsidiaries own, possess, license or have valid, binding, enforceable and sufficient licenses or other rights to use the patents and all patents, patent applications, copyrights, trademarks, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary for the conduct of the Company’s business as now conducted or used in any material respect to conduct their respective businesses as proposed in the manner in which they are being Registration Statement, Disclosure Package and Prospectus to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”), and, to the Company’s knowledge, the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus: (a) there are no rights of third parties to any such Company Intellectual Property; (b) to the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property; (c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim, in each case except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and (f) to the Company’s knowledge, their licensorsneither the sale nor use of any of the products, have complied proposed products or processes of the Company referred to in the Registration Statement, the Disclosure Package and the Prospectus would infringe any currently issued and valid patent of a third party; (g) to the Company’s knowledge, there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Company Intellectual Property described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by, or licensed to, the Company or that interferes with the duty issued or pending claims of candor and disclosure any such Company Intellectual Property; (h) to the Company’s knowledge, there is no prior art of which the Company is aware that would render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent OfficesPTO”); neither and (i) the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse EffectProperty.

Possession of Intellectual Property. The Company Parent and the Subsidiaries its subsidiaries own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the General Disclosure Package or the Offering Memorandum or that is necessary or used in any and material respect to for the conduct of their respective businesses in the manner in which they are being as currently conducted, as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectively, General Disclosure Package and the “Company Intellectual Property”); except as would not reasonably be expected Offering Memorandum. Neither Parent nor any of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with rights of others with respect to have a Material Adverse Effect, the Company any Intellectual Property is valid, subsisting and enforceable, and none or of any facts or circumstances which would render any material Intellectual Property invalid or inadequate to protect the patents owned or licensed by the Company interests of Parent or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, its subsidiaries therein. There are no third parties who have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the CompanyCompany or any of the Guarantors, orally) that (A) will be able to establish rights to any Intellectual Property of Parent or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the General Disclosure Package and the Offering Memorandum disclose is licensed Parent or any of its subsidiaries. There is no pending or, to the knowledge of the Company or any of the Subsidiaries has infringed Guarantors, threatened action, suit, proceeding or claim by others challenging Parent’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that Parent or any subsidiary of Parent infringes or otherwise violated any intellectual property rights violates, or would, upon the commercialization of any third personproduct or service described in the General Disclosure Package or the Offering Memorandum, (B) infringe or violate, any Intellectual Property of others, and Parent and its subsidiaries are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim. Parent and its subsidiaries have complied with the Company terms of each agreement pursuant to which any Intellectual Property has been licensed to Parent and its subsidiaries or any Parent subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement. There is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of Parent or any of its subsidiaries or that challenges the Subsidiaries is in breach validity, enforceability or default scope of any contract under which any Company such Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse EffectProperty.

Possession of Intellectual Property. The To the Company’s knowledge, the Company and the Subsidiaries its subsidiaries own or have valid, binding, enforceable and sufficient licenses or other possess adequate rights to use the patents and patent applicationsor can acquire on commercially reasonable terms all inventions, copyrightspatents, trademarks, service marks, trade names, domain names, copyrights, licenses, technology, know-how (including how, trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary and proprietary or used in any confidential information, systems or procedures (including all goodwill associated with, and all registrations and applications for registration of, the foregoing) (collectively, “Intellectual Property”) material respect to the conduct their respective of its businesses in as currently conducted. To the manner in which they are being conducted and in Company’s knowledge, the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization conduct of the existing products business of the Company and the Subsidiaries and the products described its subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of others. Except as would not, individually or in the Prospectus as being under development (collectivelyaggregate, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property there is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted currently pending or, to the Company’s knowledge, threatened to assert any action, suit, proceeding or claim against, or notified, (i) challenging the Company (Company’s or any of the Subsidiaries) its subsidiary’s rights in writing (oror to, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any subsidiary of the SubsidiariesCompany; (ii) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property registered by the Company or any of its subsidiaries, other than office actions received in the ordinary course of prosecuting and maintaining such Intellectual Property, and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim which would, individually or in the aggregate, result in a Material Adverse Effect. To the Company’s knowledge and except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) all finally issued registered Intellectual Property that is owned by the Company or any of its subsidiaries is not invalid or unenforceable, and (y) all registered Intellectual Property owned by the Company or a subsidiary of the Company, is owned free and clear of all third-party liens.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (including all goodwill associated with, and all registrations and applications for registrations of, the foregoing) (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary or used in any material respect to for the conduct of their respective businesses in the manner in which they are being as currently conducted, as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); General Disclosure Package and the Prospectus, except as where the failure to own, license or have such rights would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries its subsidiaries has received any notice or is obligated to pay a royalty, grant a license, otherwise aware of any infringement of or provide other consideration conflict with rights of others with respect to any third party in connection with Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company, orally) that (A) will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the Subsidiaries has infringed or otherwise violated any intellectual property extent of, the ownership rights of any third personthe owners of the Intellectual Property that the Registration Statement, (B) the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Subsidiaries its subsidiaries; there is in breach or default of any contract under which any Company Intellectual Property is providedno pending or, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violating violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property owned by has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement; and 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 or any of its subsidiaries or that challenges the Subsidiariesvalidity, except as would not reasonably be expected to have a Material Adverse Effectenforceability or scope of any such Intellectual Property.

Possession of Intellectual Property. The Company and the Subsidiaries own each of its subsidiaries own, possess or have valid, binding, enforceable and can acquire on reasonable terms sufficient licenses or other rights to use the patents and patent applications, copyrights, all trademarks, service marks, trade names (including all goodwill associated with each of the foregoing), patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company similar rights, including registrations and the Subsidiaries and the products described in the Prospectus as being under development applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the “Company conduct of the respective businesses now conducted or proposed in the General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property”); except as Property Rights would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package v) to the Company’s knowledge, there are no rights of third parties to any of the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents Rights owned or licensed purported to be owned by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patentsits subsidiaries; the Company and the Subsidiaries, and vi) to the Company’s knowledge, their licensorsthere has been no material infringement, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectivelymisappropriation, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed breach, default or otherwise violated any intellectual property rights of other violation by any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor party of any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with Intellectual Property Rights of the Company Intellectual Property other than as disclosed in or any of its subsidiaries, and no event has occurred that with notice or the Prospectuspassage of time would constitute any of the foregoing; vii) there is no person has asserted pending or, to the Company’s knowledge, threatened to assert any action, suit, proceeding or claim against, or notified, by others challenging the Company (Company’s or any of its subsidiaries’ rights in or to, or alleging the Subsidiariesviolation of any of the terms of, any of their respective Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; viii) in writing (there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; ix) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property Rights or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and x) to the Company’s knowledge, none of the Company, orally) that (A) Intellectual Property Rights used by the Company or its subsidiaries in their respective 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 the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third personits subsidiaries, except in each case covered by clauses (Bi) – (vi) such as would not, if determined adversely to the Company or any of the Subsidiaries is in breach its subsidiaries, would individually or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Company Partnership Entities own and the Subsidiaries own possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary or used in any material respect to for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the manner in which they are being conducted Registration Statement, the General Disclosure Package and in the manner in which it is contemplated Prospectus; except as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization on Schedule 1 hereto, none of the existing products Partnership Entities 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 and the Subsidiaries and the products described in the Prospectus as being under development (collectively, the “Company Intellectual Property”)Partnership Entities therein; except as would not reasonably be expected to set forth on Schedule 1 hereto, there are no third parties who have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the CompanyPartnership, orally) that (A) the Company or will be able to establish rights to any Intellectual Property of the Subsidiaries has infringed or otherwise violated any intellectual property Partnership Entities, except for, and to the extent of, the ownership rights of any third person, (B) the Company or any owners of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property which the Registration Statement, the General Disclosure Package and the Prospectus disclose is providedlicensed to the Partnership Entities; except as set forth on Schedule 1 hereto, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownershipthere is no pending or, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the CompanyPartnership, no third party is infringing threatened action, suit, proceeding or otherwise violating claim by others challenging the Partnership Entities’ rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that any of the Company Partnership Entities infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property owned by of others, and the Company Partnership is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; the Partnership Entities have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Partnership Entities, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and 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 SubsidiariesPartnership Entities or that challenges the validity, except as would not reasonably be expected to have a Material Adverse Effectenforceability or scope of any such Intellectual Property.

Possession of Intellectual Property. (i) The Company members of the Husky Group own with good and the Subsidiaries own valid title thereto, free and clear of all Encumbrances, or have validthe full right or license to use, bindingand to continue to use, enforceable and sufficient licenses or other rights to use the patents and patent applicationsIntellectual Property Rights owned by, copyrightslicensed to, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used by any of them in any material respect to the operation, conduct or maintenance of their respective businesses in the manner in which they are being presently and historically operated, conducted and maintained (collectively, the "Husky Group IP"); (ii) the Husky Group IP is sufficient for each member of the Husky Group to operate, conduct and maintain its respective business in the manner in which it is contemplated as set forth presently and historically operated, conducted and maintained; (iii) neither the operation, conduct or maintenance by any member of the Husky Group of its respective business in the Prospectus manner presently and historically operated, conducted and maintained, nor the use by any member of the Husky Group of any Husky Group IP in respect thereto infringes, misappropriates, misuses or otherwise necessary violates the Intellectual Property Rights or used any other rights of any third party, or breaches any duty or obligation owed to any third party; (iv) no member of the Husky Group has received any notice, complaint, threat or claim alleging: (A) the infringement, misappropriation, misuse or violation of any Intellectual Property Right or other right of any third party or breach of any duty or obligation owed to any third party; or (B) that a member of the Husky Group does not own any Husky Group IP or, in the case of Husky Group IP which is licensed to a member of the Husky Group, that such member does not have the right to use such Intellectual Property Rights in connection with the commercialization operation, conduct and maintenance of its business in the manner presently and historically operated, conducted and maintained; (v) each member of the existing products Husky Group has used and continues to use reasonable commercial efforts (including measures to protect secrecy and confidentiality, where appropriate) to protect the Husky Group IP; (vi) the entering into of this Agreement will not trigger any material change of control payments or fees under any seismic license agreements; (vii) the Information Technology owned, licensed, leased or used by any member of the Company and the Subsidiaries and the products described in the Prospectus as being under development Husky Group (collectively, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable"Husky Group IT") meets or exceeds industry standards, and none adequately satisfies the data processing and other computing needs of the patents owned or licensed by the Company or any respective businesses and operations of each member of the Subsidiaries is unenforceable or invalidHusky Group as presently and historically operated, conducted and none maintained; (viii) each member of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (or, to the knowledge of the Company, orally) that Husky Group: (A) has and continues to use reasonable commercial efforts to protect the Company or any security and integrity of the Subsidiaries Husky Group IT and the information thereon; and (b) has infringed adopted administrative, procedural, physical and technological safeguards (including disaster recovery and business continuity plans), which are consistent with or otherwise violated any intellectual property rights exceed current industry standards, to adequately and properly ensure the protection of any third person, its respective business; and (Bix) the Company or any each member of the Subsidiaries is Husky Group has collected, used, disclosed, stored, and otherwise processed all Personal Information under its custody and control materially in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effectaccordance with applicable data protection and privacy Laws.

Possession of Intellectual Property. The Except as described in the Registration Statement Package and the Prospectus, the Company and the Subsidiaries its subsidiaries own or otherwise possess, hold or have valid, binding, obtained valid and enforceable and sufficient licenses or other rights to use the patents and or believe that they can on commercially reasonable terms obtain such licenses or other rights under patent applications, patents, patent rights, inventions, copyrights, trademarks, service marks, trade names, technology, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks (both registered and unregistered), service marks, trade names, software, domain names and other intellectual property property, including registrations and applications for registration thereof (collectively, “Intellectual Property”) used in, or necessary or used in any material respect to conduct their respective businesses in carry on, the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of business now operated by the Company and its subsidiaries and as currently proposed to be operated by them, as disclosed in the Subsidiaries Registration Statement and the products Prospectus, except as such failure to own or obtain such licenses or other rights would not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, there are no rights of third parties to any such Intellectual Property, including no liens, security interests, or other encumbrances that would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, there is no infringement by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiaries that would reasonably be expected to result in a Material Adverse Effect. None of the Intellectual Property described in the Registration Statement and the Prospectus as being under development owned by or licensed to the Company or its subsidiaries (collectively, the “Company Intellectual Property”)) has been adjudged invalid or unenforceable, in whole or in part; except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Registration Statement and the Prospectus; , there is no person has asserted pending or, to the Company’s knowledge, threatened to assert any action, suit, proceeding or claim againstby others challenging the validity, enforceability or scope of, or notifiedchallenging the Company’s ownership of or rights in or to, any Company Intellectual Property; and neither the Company (nor any of its subsidiaries is aware of any facts or circumstances that would render any Company Intellectual Property invalid or unenforceable or of inadequate scope to protect the interests of the Company or any of its subsidiaries in conducting their business, except, in each case, as described in the Subsidiaries) Registration Statement and the Prospectus or as would not reasonably be expected to result in writing (a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, there is no currently pending or, to the knowledge of the Company, orally) threatened action, suit, proceeding or claim by a third party alleging that (A) the Company or any of the Subsidiaries has infringed its subsidiaries infringes, misappropriates, or otherwise violated any intellectual property rights violates, or would, upon commercialization of any product candidate described in the Registration Statement and the Prospectus, infringe, misappropriate or otherwise violate, any Intellectual Property of third personparties, (B) and neither the Company or nor any of the Subsidiaries its subsidiaries has received any notice alleging, or is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to useaware of, any Company Intellectual Property (facts or circumstances that would give rise to such an action, proceeding or claim, except, in each case, where such infringement, misappropriation or other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as violation would not reasonably be expected to have result in a Material Adverse Effect. To the Company’s knowledge, no material technology employed by the Company has been obtained or is being used by the Company in violation of any contractual or legal obligation binding on the Company or any of its officers, directors or employees, which violation relates to the breach of a confidentiality obligation, obligation to assign Intellectual Property to a previous employer or obligation otherwise not to use the Intellectual Property of a third party. To the Company’s knowledge, there are no material defects in any of the patents or patent applications within the Intellectual Property.

Possession of Intellectual Property. The Company and the Subsidiaries Controlled Entities own or have validpossess or can acquire on reasonable terms sufficient trademarks, bindingtrade names, enforceable and sufficient licenses or other rights to use the patents and patent applicationsrights, copyrights, trademarksdomain names, service marks, licenses, approvals, trade namessecrets, databases, logos, designs, proprietary processes, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property and similar rights, including registrations and applications for registration thereof and unpatented and unpatentable proprietary or confidential information, inventions, systems and procedures (collectively, “Intellectual Property Rights”) necessary or used in any material respect to the conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products business now conducted or proposed to be conducted as described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company General Disclosure Package and the Final Prospectus, and the expected expiration of any such Intellectual Property”); except as Property Rights would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, General Disclosure Package and the Company Final Prospectus, (A) there are no rights of third parties to any of the Intellectual Property is valid, subsisting and enforceable, and none of the patents Rights owned or licensed by the Company or the Controlled Entities; (B) 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 Subsidiaries is unenforceable foregoing, by the Company, the Controlled Entities or invalid, and none third parties of any of the patent applications owned or licensed by Intellectual Property Rights of the Company or the Controlled Entities; (C) there is no pending or, to the best knowledge of the Company after due inquiry, 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 Subsidiaries would be unenforceable or invalid if issued as patents; terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or, to the best knowledge of the Company after due inquiry, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the SubsidiariesCompany is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the best knowledge of the Company after due inquiry, threatened action, suit, proceeding or claim by others, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royaltyControlled Entities has received any letter, grant a licensenotice or warning (whether written or unwritten) from others alleging, or provide other consideration to any third party in connection with that the Company or any Controlled Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (or any F) none of the Subsidiaries) Intellectual Property Rights used by the Company or the Controlled Entities in writing (or, to their businesses has been obtained or is being used by the knowledge Company or the Controlled Entities in violation of the Company, orally) that (A) any contractual obligation binding on the Company or any of the Subsidiaries has infringed Controlled Entities or otherwise violated any intellectual property in violation of the rights of any third personpersons, except in each case covered by clauses (BA) through (F) such as would not, if determined adversely to the Company or any of the Subsidiaries is in breach Controlled Entity, individually or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect; (i) 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; (ii) 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; (iii) the Company and the Controlled Entities are not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (iv) 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 and the Subsidiaries its subsidiaries own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarksinventions, service marks, trade names, technology, know-how know‑how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the General Disclosure Package or the Offering Memorandum or that is necessary or used in any material respect to for the conduct of their respective businesses in the manner in which they are being as currently conducted, as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyGeneral Disclosure Package and the Offering Memorandum, except where the “Company failure to own, possess or license such Intellectual Property”); except as Property would not reasonably be expected to have a Material Adverse Effect, . 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 is valid, subsisting and enforceable, and none or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the patents owned or licensed by interests of the Company or any of its subsidiaries therein. To the Subsidiaries is unenforceable or invalid, and none knowledge of the patent applications owned Company and the Guarantors, there are no third parties who have or licensed by will be able to establish rights to any Intellectual Property of the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiariesits subsidiaries, except for, and to the Company’s knowledgeextent of, their licensors, have complied with the duty of candor and disclosure ownership rights of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, owners of the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property which the General Disclosure Package and the Offering Memorandum disclose is provided licensed to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries or its subsidiaries. There is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (pending or, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed Guarantors, threatened action, suit, proceeding or otherwise violated claim by others challenging the Company’s or any intellectual property subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any third personsuch Intellectual Property, (B) or asserting that the Company or any subsidiary of the Subsidiaries is in breach Company infringes or default otherwise violates, or would, upon the commercialization of any contract under product or service described in the General Disclosure Package or the Offering Memorandum, infringe or violate, any Intellectual Property of others, and the Company and the Guarantors are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Company Intellectual Property is providedhas been licensed to the Company and its subsidiaries, (C) all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, terminate any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiariessuch agreement, except as for such failures of compliance or to be in full force and effect, or such rights of termination, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company and the Guarantors, 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 or any of its subsidiaries or that challenges the validity, enforceability or scope of any such Intellectual Property.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own and possess or have validvalid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement, the General Disclosure Package or the Prospectus or that is necessary or used in any material respect to for the conduct of their respective businesses in the manner in which they are being as currently conducted, as proposed to be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company General Disclosure Package and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the SubsidiariesProspectus; neither the Company nor any of the Subsidiaries its subsidiaries has received any notice or is obligated to pay a royalty, grant a license, otherwise aware of any infringement of or provide other consideration conflict with rights of others with respect to any third party in connection with Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company, orally) that (A) will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the Subsidiaries has infringed or otherwise violated any intellectual property extent of, the ownership rights of any third personthe owners of the Intellectual Property that the Registration Statement, (B) the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of the Subsidiaries its subsidiaries; there is in breach or default of any contract under which any Company Intellectual Property is providedno pending or, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violating violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property owned by has been licensed to the Company or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and 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 or any of its subsidiaries or that challenges the Subsidiariesvalidity, except as would not reasonably be expected to have a Material Adverse Effectenforceability or scope of any such Intellectual Property.

Possession of Intellectual Property. The Except as described in the General Disclosure Package, the Company and the Subsidiaries its subsidiaries own or have valid, binding, enforceable and sufficient licenses or other rights possess a valid right to use the patents (in either case, free of any liens, charges and encumbrances) or can acquire on reasonable terms sufficient trademarks, trade names, patent applicationsrights, copyrights, trademarksdomain names, service markslicenses, approvals, trade namessecrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company similar rights, including registrations and the Subsidiaries and the products described in the Prospectus as being under development applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the “Company conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property”); except as Property Rights would not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, . Except as disclosed in the Company General Disclosure Package (i) there are no rights of third parties to own or use any of the Intellectual Property is valid, subsisting and enforceable, and none of the patents Rights owned or licensed by the Company or its subsidiaries; (ii) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the Subsidiaries is unenforceable or invalidforegoing, and none by any third parties of any of the patent applications owned or licensed by Intellectual Property Rights of the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiariesits subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted orand, to the Company’s knowledge, threatened to assert any claim against, or notified, the Intellectual Property Rights of the Company and each of its subsidiaries are valid and enforceable; (or any of the Subsidiariesiii) in writing (there is no pending or, to the knowledge of the Company, orally) that (A) threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to, or the Subsidiaries has infringed or otherwise violated any intellectual property rights violation of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company their Intellectual Property Rights; (iv) there is providedno pending or, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Company, no third party is infringing threatened action, suit, proceeding or otherwise violating claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights of the Company Intellectual Property owned or its subsidiaries; (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others; (vi) none of the SubsidiariesIntellectual 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; and (vii) the Company and its subsidiaries have taken reasonable measures to protect the confidentiality of trade secrets and other confidential and proprietary information, and, to the knowledge of the Company, there has not been any disclosure of any trade secrets or other confidential and proprietary information that has resulted, or is likely to result, in the loss of trade secret or other rights in and to such information; except in each case covered by clauses (i) – (vii) such as would not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

Possession of Intellectual Property. The Company owns and the Subsidiaries own possesses or have validhas valid and enforceable licenses to use, bindingall patents, enforceable and sufficient licenses or other rights to use the patents and patent rights, patent applications, licenses, copyrights, trademarks, service marks, trade names, technologyinventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) or confidential information, systems or procedures), trade marks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that, is reasonably necessary or used in any material respect for the conduct of its business as currently conducted, as proposed to conduct their respective businesses in the manner in which they are being be conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus as being under development (collectivelyRegistration Statement, the “Company Intellectual Property”); General Disclosure Package and the Prospectus, except as where the failure to own, possess or license such rights would not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, the Company Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable or invalid, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company has not received any notice and is not 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 Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty of candor and disclosure interests of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”)Company therein; neither the Company nor the Subsidiaries there are no third parties who have infringed or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and the Subsidiaries; neither the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (established or, to the knowledge of the Company, orally) that (A) will be able to establish rights to any Intellectual Property of the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any except as would not, individually or in the aggregate, reasonably be expected result in a Material Adverse Effect; there is no pending or, to the knowledge of the Subsidiaries has infringed Company, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes or otherwise violated any intellectual property rights violates, or would, upon the commercialization of any third personproduct or service described in the Registration Statement, (B) the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property of others, and the Company or any of the Subsidiaries is in breach or default unaware of any contract under facts which could form a reasonable basis for any such action, suit, proceeding or claim; the Company has complied with the terms of each agreement pursuant to which any Company Intellectual Property is providedhas been licensed to the Company in all material respects, (C) and all such person will terminate a contract described agreements are in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownershipfull force and effect, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); and to the knowledge of the Company, no third party event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and, to the knowledge of the Company, there is infringing no patent or otherwise violating patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Company or that challenges the validity, enforceability or scope of any such Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse EffectProperty.

Possession of Intellectual Property. The Except as disclosed in the Registration Statement and the Prospectus, the Company and the its Subsidiaries own or have validpossess, bindingor can acquire on reasonable terms, enforceable and sufficient licenses or other rights to use the patents and adequate patents, patent applicationsrights, licenses, approvals, inventions, copyrights, domain names, technology, trade secrets, know-how (including unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and names or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or used in any material respect to the conduct their respective businesses of the business now conducted or proposed in the manner in which they are being Registration Statement and the Prospectus to be conducted by them, and the failure to own, possess or acquire such Intellectual Property Rights and the expected expiration of any such Intellectual Property Rights would not, individually or in the manner aggregate, have a Material Adverse Effect. To the Company’s knowledge, none of the patents and patent applications owned or licensed by the Company or its Subsidiaries is invalid or unenforceable, in whole or in part. To the Company’s knowledge, none of the Intellectual Property Rights owned or licensed by the Company or its Subsidiaries, other than patents and patent applications, are invalid or unenforceable, in whole or in part. To the knowledge of the Company, there are no unreleased liens or security interests which it is contemplated have been filed against any of the Intellectual Property Rights owned or licensed by the Company. Except as set forth disclosed in the Prospectus Registration Statement and the Prospectus, (i) the Company is not obligated to pay a material royalty, grant a license or otherwise necessary or used provide other material consideration to any third party in connection with the commercialization Intellectual Property Rights owned by or licensed to the Company; (ii) to the Company’s knowledge, there are no rights of third parties to any of the existing products Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries, in any field of use, other than the respective licensor to the Company of such Intellectual Property Rights; (iii) to the Company’s knowledge, 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 of any third party Intellectual Property Rights or third parties of any of the Intellectual Property Rights of the Company or its Subsidiaries; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company or its Subsidiaries or, to the Company’s knowledge against any person or entity, (a) challenging the Company’s or any of its Subsidiaries’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights; (b) challenging the validity, enforceability or scope of any such Intellectual Property Rights; or (c) that alleges the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, and, in each case, the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) none of the Intellectual Property Rights owned by or licensed to the Company or its Subsidiaries in their businesses has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries in violation of the rights of any persons; and (vi) to the Company’s knowledge, no employee or consultant of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment or consulting contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer or consultant where the basis of such violation relates to such employee’s employment with or such consultant’s services to the Company or any of its Subsidiaries or actions undertaken by the employee or consultant while employed with or providing services to the Company or any of its Subsidiaries. To the knowledge of the Company and the Subsidiaries and the products described as would not, individually or in the Prospectus as being under development (collectivelyaggregate, the “Company Intellectual Property”); except as would not reasonably be expected to have a Material Adverse Effect, (1) neither the Company Intellectual Property is valid, subsisting and enforceable, and none commercial development nor the sale of the patents owned or licensed by the Company or any of the Subsidiaries is unenforceable proposed products or invalidprocesses of the Company, as described in the Registration Statement and the Prospectus, infringes, misappropriates or otherwise violates, or would, upon the commercialization of such proposed products or processes, infringe, misappropriate or otherwise violate, any Intellectual Property Rights of any third party; and (2) each current and former employee and consultant of the Company (a) has executed an inventions assignment and confidentiality agreement with the Company, on or about the respective date of hire, and none signed copies of such agreements have been made available to the patent applications owned Agents and their counsel; and (b) has signed or licensed by agreed to assign to the Company any and all Intellectual Property Rights he or any of the Subsidiaries would be unenforceable she may possess or invalid if issued as patents; the Company and the Subsidiaries, and may have possessed that are related to the Company’s knowledgebusiness, their licensorsas currently conducted and as proposed to be conducted, have complied with as described in the duty of candor Registration Statement and disclosure of the U.S. Patent Prospectus. All patents and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither the Company nor the Subsidiaries have infringed patent applications owned by or otherwise violated any intellectual property rights of any third person or have breached any contract in connection with which any Company Intellectual Property is provided licensed to the Company and the Subsidiaries; neither or under which the Company nor any of the Subsidiaries is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus; no person has asserted or, to the Company’s knowledge, threatened to assert any claim against, or notified, the Company (or any of the Subsidiaries) in writing (orrights have, to the knowledge of the Company, orally) that (A) the Company or any of the Subsidiaries has infringed or otherwise violated any intellectual property rights of any third person, (B) the Company or any of the Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course)been duly and properly filed and maintained; to the knowledge of the Company, no third party is infringing the parties prosecuting such applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) and any similar office or otherwise violating any of agency in the world in connection with such applications; and the Company Intellectual Property owned by is not aware of any facts required to be disclosed to the Company USPTO or similar office or agency that were not disclosed and which would preclude the grant of a patent in connection with any such application or could form the basis of the Subsidiaries, except as would not reasonably be expected a finding of invalidity with respect to any patents that have a Material Adverse Effectissued with respect to such applications.

Possession of Intellectual Property. The Company and the its Subsidiaries own own, license, possess or have validcan acquire on reasonable terms sufficient trademarks, bindingtrade names, enforceable and sufficient licenses or other rights to use the patents and patent applicationsrights, copyrights, trademarksdomain names, service markslicenses, approvals, trade namessecrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or used in any material respect to the conduct of their respective businesses in the manner in which they are being conducted and in the manner in which it is contemplated as set forth in the Prospectus or otherwise necessary or used in connection with the commercialization of the existing products of the Company and the Subsidiaries and the products described in the Prospectus General Disclosure Package to be conducted by them and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as being under development disclosed in the General Disclosure Package, (collectively, i) no third parties have been granted exclusive licenses to use any of the “Intellectual Property Rights owned by the Company Intellectual Property”); or its Subsidiaries except as would not reasonably be expected to have a Material Adverse Effect, interfere with the Company Intellectual Property is valid, subsisting and enforceable, and none conduct of the patents owned Company’s or licensed the applicable Subsidiary’s business as now conducted; (ii) 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 the its Subsidiaries is unenforceable or invalidor, and none of the patent applications owned or licensed by the Company or any of the Subsidiaries would be unenforceable or invalid if issued as patents; the Company and the Subsidiaries, and to the Company’s knowledge, their licensors, have complied with the duty third parties of candor and disclosure any of the U.S. Patent and Trademark Office and any similar foreign intellectual property office (collectively, the “Patent Offices”); neither Intellectual Property Rights of the Company nor the Subsidiaries have infringed or otherwise violated any intellectual property rights of any third person its Subsidiaries; (iii) there is no pending or have breached any contract in connection with which any Company Intellectual Property is provided to the Company and knowledge, threatened action, suit, proceeding or claim by others challenging the Subsidiaries; neither Company’s or any Subsidiary’s rights in or to, or the Company nor violation of any of the Subsidiaries is obligated to pay a royaltyterms of, grant a licenseany of their Intellectual Property Rights, or provide other consideration to any third party in connection with and the Company Intellectual Property other than as disclosed in the Prospectusis unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no person has asserted pending or, to the Company’s knowledge, threatened to assert action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any claim againstsuch Intellectual Property Rights, or notified, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (or any of the Subsidiariesv) in writing (there is no pending or, to the knowledge Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any Subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Company, orally) that (A) 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 Subsidiaries has infringed or otherwise violated any intellectual property rights of any third personpersons, except in each case covered by clauses (Bi) – (vi) such as would not, if determined adversely to the Company or any of the Subsidiaries is in breach its Subsidiaries, individually or default of any contract under which any Company Intellectual Property is provided, (C) such person will terminate a contract described in clause (B) or adversely alter the scope of the rights provided thereunder or (D) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any Company Intellectual Property (other than a patent office review of pending applications in the ordinary course); to the knowledge of the Companyaggregate, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of the Subsidiaries, except as would not reasonably be expected to have result in a Material Adverse Effect.