Common use of Title to Intellectual Property Clause in Contracts

Title to Intellectual Property. The Company and its subsidiaries own or possesses all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or possesses all inventionshave valid and enforceable rights to use the patents, patent applications, patentstrademarks and service marks, trademarks (both registered trademark and unregistered)service xxxx registrations and applications, trade names, service domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets secrets, software, technology, know-how and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) intellectual property (collectively, the “Intellectual Property”)) necessary for the conduct of their respective businesses in all material respects, and (i) there are no third parties who have oras now conducted, and, to the knowledge of the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights conduct of the owners respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property which of any third party. Except as described in the Registration Statement or any Applicable Prospectus disclose is licensed to Statement, Pricing Disclosure Package and the Company or any of its subsidiaries; Prospectus, (ii) there is no infringement by third parties of any Intellectual Property; (iiia) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others others, challenging the Company’s or any of its subsidiaries’ subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts material fact which could would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim; (iv) there is no pending claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others challenging others, that the validityCompany or any of its subsidiaries infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty of others, and the Company is unaware of any facts other material fact which could would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim; (v) there is no pending claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries infringe or otherwise violatehas a right to use, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts such claim, and, in either case, the Company is unaware of any material fact which could would form a reasonable basis for any such action, suit, proceeding or claim; (vid) there is no prior art of which the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant is aware that would reasonably be expected to which Intellectual Property has been licensed to render invalid any patent owned by the Company or any subsidiary, and all such agreements of its subsidiaries or that are material the Company has rights to use the inventions covered thereby which has not been disclosed to the Company or any subsidiary applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect; (vii) , and the Company is not in material breach or default thereof, and to the knowledge of the Company, there is no patent other parties to those agreements are not in material breach or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Propertydefault thereof; and (viiif) to the knowledge granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of the Companysuch patents, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not trademarks and copyrights have been disclosed to the U.S. Patent and Trademark Officeadjudged invalid or unenforceable in whole or in part.

Title to Intellectual Property. The Company and its subsidiaries own or possesses possess adequate rights to use all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential compounds, genes, information, systems or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentprocedures) (collectively, the “Intellectual Property”) generally described in the SEC Documents (except as otherwise noted therein), and which to the Company’s knowledge is all the Intellectual Property necessary for the conduct of the Company’s business. Except as set forth in the SEC Documents, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish there are no rights of third parties to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the such Intellectual Property which except through licensing or cross-licensing agreements or where the Registration Statement exercise of such rights would not result, individually or any Applicable Prospectus disclose is licensed to in the Company or any of its subsidiariesaggregate, in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual PropertyProperty that is necessary and material to the Company’s business as it is presently being conducted except where such infringement would not result, individually or in the aggregate, in a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or any of its subsidiaries’ licensing rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claimcopyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) the Company and its subsidiaries have complied in has taken all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to steps reasonably determined by the Company or any subsidiary, to be necessary to perfect its ownership of and all interest in such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Except as would not, individually or in the aggregate, have a Material Adverse Effect, Parent, the Company and its subsidiaries own the Significant Subsidiaries own, possess, license or possesses have other rights to use on reasonable terms, all inventions, patent applications, patents, trademarks (both registered and unregistered)service marks, trade names, service names, copyrights, domain names (in each case including all registrations and applications to register same), inventions, trade secrets secrets, technology, know-how, and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) intellectual property (collectively, the “Intellectual Property”)) necessary for the conduct of Parent’s, the Company’s and the Significant Subsidiaries’ respective businesses as now conducted. Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus and except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) there are no third parties who Parent, the Company and the Significant Subsidiaries own, or have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Propertyuse under license, except for, and to the extent of, the ownership rights of the owners of the all such Intellectual Property which the Registration Statement free and clear of all adverse claims, liens or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiariesother encumbrances; (ii) to the knowledge of Parent, there is no infringement infringement, misappropriation or other violation by any third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledgeknowledge of Parent, threatened action, suit, proceeding or claim by others any third party challenging Parent’s, the Company’s or any of its subsidiariesthe Significant Subsidiaries’ rights in or to any such Intellectual Property, and the Company is and the Guarantors are unaware of any facts which could would form a reasonable basis for any such claim, action, suit, proceeding suit or claimproceeding; (iv) there is no pending or, to the Company’s knowledgeknowledge of Parent, threatened action, suit, proceeding or claim by others any third party challenging the validity, scope or enforceability or scope of any such Intellectual Property, and the Company is unaware of any facts which could that would form a reasonable basis for any such claim, action, suit, proceeding suit or claimproceeding; (v) there is no pending or, to the Company’s knowledgeknowledge of Parent, threatened action, suit, proceeding or claim by others any third party that Parent, the Company or any of its subsidiaries infringe Significant Subsidiary infringes, misappropriates or otherwise violate, or would, upon the commercialization violates any Intellectual Property rights of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersthird party, and the Company Parent is unaware of any facts other fact which could would form a reasonable basis for any such claim, action, suit, proceeding suit or claimproceeding; and (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the CompanyParent, there is no valid and subsisting patent or published patent application that contains claims that interfere with would preclude Parent, the issued or pending claims of Company and the Significant Subsidiaries from practicing any of the Intellectual Property or that challenges necessary for the validityconduct of Parent’s, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within ’s and the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeSignificant Subsidiaries’ respective businesses as now conducted.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, licenses or possesses has other rights to use all inventionspatents, patent applications, patentstrade and service marks, trademarks (both registered trade and unregistered)service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other proprietary information described in intellectual property that, to the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which knowledge of the Company, is necessary for the conduct of, or material to, its businesses of the Company’s business as currently conducted or as proposed to be now conducted (including the commercialization of products or services as described in the Registration Statement or any Applicable Prospectus as under development) (Time of Sale Prospectus, collectively, the “Company Intellectual Property”), and (i) there are no third parties who have orand, to the Company’s knowledge, will the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the Time of Sale Prospectus (exclusive of any supplement thereto) or except in each case as would not reasonably be able expected to establish have a material adverse effect on the Company: (a) there are no material rights of third parties to any material items of such Company Intellectual Property, except for, and ; (b) to the extent ofCompany’s knowledge, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no material infringement by third parties of any such Company Intellectual Property; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (viif) to the knowledge of the Company’s knowledge, there is no U.S. patent or patent application that which contains claims that interfere dominate any Company Intellectual Property described in the Time of Sale Prospectus or that interferes under 35 U.S.C. §102(g) with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Company Intellectual Property; and (viiig) to the knowledge of the Company’s knowledge, there is no prior art of which the Company is aware that forms a reasonable basis to would render any U.S. patent application within held by the Intellectual Property unpatentable that Company invalid which has not been disclosed to the U.S. Patent and Trademark OfficeOffice (the “PTO”); and (h) the Company 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. To the Company’s knowledge, all patents and patent applications owned by the Company and filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company has complied with their duty of candor and disclosure to the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and disclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. The Company and its subsidiaries own or possesses valid license to all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and its subsidiaries own own, or possesses all have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”)) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them, used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual PropertyProperty that would have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such infringement, misappropriation or violation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any of its subsidiaries’ rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the rights in such actionIntellectual Property, suit, proceeding or claimin each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the validity, enforceability or scope of such actionIntellectual Property, suit, proceeding or claimin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or upon any of its subsidiaries infringe officers, directors or employees or otherwise violate, or would, upon in violation of the commercialization rights of any product persons; (vi) to the Company’s knowledge, there are no third parties who have or service will be able to establish rights to any Intellectual Property described in the Registration Statement or any Applicable Statement, the Pricing Disclosure Package and the Prospectus as under development, infringe owned or violate, exclusively licensed by the Company or its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and third parties; (vii) the Company is unaware of not a party to or bound by any facts which could form options, licenses or other agreements, with respect to the Company’s or a reasonable basis for any such actionthird party’s Intellectual Property, suitthat are required to be set forth in the Registration Statement, proceeding or claim; (vi) the Company Pricing Disclosure Package and its subsidiaries have complied the Prospectus, and that are not described in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effecttherein; (viiviii) to the knowledge of the Company’s knowledge, there is no patent or patent application that contains claims that interfere (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 Intellectual Property or that challenges would a Material Adverse Effect on the validity, enforceability or scope of any of the Intellectual PropertyCompany; and (viiiix) to the knowledge of the Company’s knowledge, there is no prior art that forms a reasonable basis material to render any patent or patent application within owned or exclusively licensed by the Intellectual Property unpatentable Company that has not been disclosed to the U.S. Patent and Trademark OfficeOffice that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possesses can acquire on reasonable terms, all inventions, patent applications, patents, trademarks Intellectual Property (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information as defined below) necessary for the conduct of the Company’s business as now conducted or as described in the Registration Statement or any Applicable and the Prospectus to be conducted, except as being owned or licensed by it or which is necessary for the conduct ofsuch failure to own, possess, or material toacquire such rights would not result in a Material Adverse Effect. Furthermore, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentA) (collectively, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivC) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; and (viE) to the Company’s knowledge, no employee of the Company and its subsidiaries have complied is in all material respects or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the terms basis of each agreement pursuant such violation relates to which Intellectual Property has been licensed to such employee’s employment with the Company or any subsidiary, and all such agreements that are material to actions undertaken by the Company or any subsidiary are in full force and effect; (vii) to the knowledge of employee while employed with the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the except as such violation would not result in a Material Adverse Effect. “Intellectual Property; ” shall mean all patents, patent applications, trade and (viii) to the knowledge of the Companyservice marks, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent trade and Trademark Officeservice mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Except as disclosed in the SEC Documents, the Company and its subsidiaries own owns, possesses, licenses or possesses has other rights to use all inventionspatents, patent applications, patentstrade and service marks, trademarks (both registered trade and unregistered)service mark registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other proprietary information described in intellectual property that, to the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which knowledge of the Company, is necessary for the conduct of, or material to, its businesses of the Company’s business as currently conducted or as proposed to be now conducted (including the commercialization of products or services as described in the Registration Statement or any Applicable Prospectus as under development) (SEC Documents, collectively, the “Company Intellectual Property”), and (i) there are no third parties who have orand, to the Company’s knowledge, will the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the SEC Documents or except in each case as would not reasonably be able expected to establish have a Material Adverse Effect on the Company: (a) there are no material rights of third parties to any material items of such Company Intellectual Property, except for, and ; (b) to the extent ofCompany’s knowledge, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no material infringement by third parties of any such Company Intellectual Property; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (viif) to the knowledge of the Company’s knowledge, there is no U.S. patent or patent application that which contains claims that interfere dominate any Company Intellectual Property described in the SEC Documents or that interferes under 35 U.S.C. §102(g) with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Company Intellectual Property; and (viiig) to the knowledge of the Company’s knowledge, there is no prior art of which the Company is aware that forms a reasonable basis to would render any U.S. patent application within held by the Intellectual Property unpatentable that Company invalid which has not been disclosed to the U.S. Patent and Trademark OfficeOffice (the “PTO”); and (h) the Company 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. Except as otherwise disclosed in the SEC Documents, to the Company’s knowledge, all patents and patent applications owned by the Company and filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company has complied with their duty of candor and disclosure to the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and disclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own own, or possesses all inventionshave valid, binding and enforceable licenses for, or other rights to use on reasonable terms, the patents and patent applications, patentscopyrights, trademarks (both registered and unregistered)trademarks, trademark registrations, service marks, service xxxx registrations, trade names, service names, copyrights, names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described or confidential information, systems or procedures) used in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material tonecessary for the proposed conduct of, the respective businesses of the Company and its businesses as currently conducted or as proposed to be conducted (including subsidiaries in the commercialization of products or services manner described in the Registration Statement or any Applicable Statement, the Pricing Disclosure Package and the Prospectus as under development) (collectively, the “Company Intellectual Property”); except as described in the Registration Statement, the Pricing Disclosure Package and (i) there are no third parties who have orthe Prospectus, to the knowledge of the Company’s knowledge, will be able to establish rights to any material items of Intellectual Propertythe patents, except fortrademarks, and to copyrights included within the extent of, the ownership rights of the owners of the Company Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending orare valid, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Propertyenforceable, and the Company is unaware of any facts which could form a reasonable basis for any such actionsubsisting, suit, proceeding or claim; (iv) and 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 Company Intellectual Property, in each case which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company; other than as disclosed in the Registration Statement, the Pricing Disclosure Package and the Company is unaware of any facts which could form a reasonable basis for any such actionProspectus, suit, proceeding or claim; (vi) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violateviolates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Pricing Disclosure Package or any Applicable Prospectus as under developmentthe Prospectus, infringe or violate, otherwise misappropriate or violate any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersothers with respect to any of the Company’s or any of its subsidiaries’ products, proposed products, processes and neither the Company is unaware nor any of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms received any notice of each agreement pursuant to which Intellectual Property has been licensed to the Company any such claim of infringement, misappropriation or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effectviolation; (viiii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with neither the issued or pending claims sale nor use of any of products, proposed products or processes of the Intellectual Property Company or that challenges its subsidiaries referred to in the validityRegistration Statement, enforceability the Pricing Disclosure Package or scope the Prospectus do or will, infringe, interfere or conflict with any right or valid patent claim of any of the Intellectual Propertythird party in any material respect; and (viiiiii) to the knowledge of the Company, there no third party has any ownership right in or to any Company Intellectual Property that is owned by the Company or any of its subsidiaries, and, to the knowledge of the Company, no prior art third party has any ownership right in or to any Company Intellectual Property in any field of use that forms is exclusively licensed to the Company or any of its subsidiaries, other than any licensor to the Company or any of its subsidiaries of such Company Intellectual Property and (iv) to the knowledge of the Company, none of the technology employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or upon any of their respective officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to render or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to a former employer any intellectual property, obligation to assign any Company Intellectual Property, or obligation not to use third party intellectual property or other proprietary rights on behalf of the Company or any of its subsidiaries. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all patents and patent application within applications owned by, and, to the Intellectual Property unpatentable that has not knowledge of the Company, all patent and patent applications licensed to the Company or any of its subsidiaries or under which the Company or any of its subsidiaries have rights have been disclosed duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark OfficeOffice (the “USPTO”) in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application or could form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own own, or possesses all have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, know-how (including trade secrets secrets, and other unpatented and/or unpatentable proprietary information information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement or any Applicable Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by it them (the “Company Intellectual Property”); to the Company’s knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Intellectual Property is all the Intellectual Property used in, or which is necessary for for, the conduct of, or material to, the Company’s and its subsidiaries’ respective businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services and as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus; to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts that it believes could form a reasonable basis for any such claim; and to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any Applicable Prospectus as under development) (collectivelyrestrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the “company Intellectual Property”), and (i) or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company. To the Company’s knowledge, there are no third parties who have or, to the Company’s knowledge, or will be able to establish rights to any material items of Company Intellectual PropertyProperty described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned or exclusively licensed by the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to for licenses granted in writing by the Company or its subsidiaries to any of its subsidiaries; third-parties (ii) there is no infringement by third parties of any “Exclusive Intellectual Property”); (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or any of its subsidiaries’ rights in or to any Exclusive Intellectual Property, and the Company is unaware of any facts which could that it believes would form a reasonable basis for any such action, suit, proceeding or claim; (iv) none of the Exclusive Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual Property, and the Company is unaware of any facts which could that it believes would form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that dominate, may dominate or interfere (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 Intellectual Property or that challenges the validity, enforceability or scope of any of the Exclusive Intellectual Property; and (viii) to the knowledge of the Company’s knowledge, there is no prior art material to any patent or patent application of the Exclusive Intellectual Property that forms a reasonable basis to the Company believes may render any U.S. patent held by the Company invalid or any U.S. patent application within held by the Intellectual Property Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) the Company and its subsidiaries own or possesses have a valid and enforceable license to use all inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, service marks, trade names, service namesdomain names and other source indicators, copyrightscopyrights and copyrightable works, inventions, know-how, trade secrets secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary information described in rights (including all registrations and applications for registration of, and all goodwill associated with, any of the Registration Statement foregoing, as applicable) (collectively, “Intellectual Property”) used in, held for use in, or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct ofof their respective businesses; (ii) to the knowledge of the Company, the Company and its subsidiaries have not infringed, misappropriated or material tootherwise violated any Intellectual Property right of any person or entity, and neither the sale, use nor other exploitation of any of the discoveries, inventions, products, product candidates, services or processes of the Company or any of its businesses as currently conducted or as proposed subsidiaries that are referred to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyStatement, the “Pricing Disclosure Package or the Prospectus do or will infringe, misappropriate or otherwise violate any Intellectual Property”), and Property right of any person or entity; (iiii) there are is no third parties who have orpending, to or the Company’s knowledge, will be able to establish threatened, action, suit, proceeding or claim by any person or entity (A) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property rights to of any material items of Intellectual Propertyperson or entity or (B) challenging the ownership, except forinventorship, and to the extent validity, enforceability or scope of, or any of the ownership rights of the owners Company or any of the its subsidiaries in, any Intellectual Property which the Registration Statement owned by or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any none of the Intellectual Property owned by or that challenges licensed to the validity, enforceability Company or scope of any of the Intellectual Propertyits subsidiaries is being infringed, misappropriated or otherwise violated by any person or entity; and (viiiv) each agreement pursuant to which the Company or any of its subsidiaries obtains any license or other rights to any Intellectual Property is a valid and binding agreement of the Company and its subsidiaries and is in full force and effect, and none of the Company or any of its subsidiaries or, to the knowledge of the Company, there any other party thereto, is no prior art that forms a reasonable basis to render in default or breach under any patent application within the Intellectual Property unpatentable that has not been disclosed terms of any such agreement and, to the U.S. Patent and Trademark Officeknowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possesses can acquire on reasonable terms, all inventions, patent applications, patents, trademarks Intellectual Property (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information as defined below) necessary for the conduct of the Company’s business as now conducted or as described in the Registration Statement or any Applicable and the Prospectus to be conducted, except as being owned or licensed by it or which is necessary for the conduct ofsuch failure to own, possess, or material toacquire such rights would not result in a Material Adverse Effect. Furthermore, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentA) (collectively, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivC) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; and (viE) to the Company’s knowledge, no employee of the Company and its subsidiaries have complied is in all material respects or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the terms basis of each agreement pursuant such violation relates to which Intellectual Property has been licensed to such employee’s employment with the Company or any subsidiary, and all such agreements that are material to actions undertaken by the Company or any subsidiary are in full force and effect; (vii) to the knowledge of employee while employed with the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the except as such violation would not result in a Material Adverse Effect. “Intellectual Property; ” shall mean all patents, patent applications, trade and (viii) to the knowledge of the Companyservice marks, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent trade and Trademark Officeservice xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own owns or possesses all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiariesCompany; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violateviolates, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The To the knowledge of the Company, the Company and its subsidiaries own owns, possesses, or possesses has a valid license to all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential information, systems or licensed by it or which is procedures) necessary for the conduct of, or material to, its businesses of the Company’s business as currently conducted or and as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”), and, to the knowledge of the Company, the conduct of the Company’s business does not and will not conflict in any material respect with any such rights of others. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Disclosure Documents”), (i) the Company has not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of others in connection with Company’s patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim, (ii) to the Company’s knowledge there are no third parties who have orrights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property as licensed to the Company; (iii) to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others 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 could would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements that are material to the Company or any subsidiary are in full force and effect; and (viivi) to the knowledge Company’s knowledge, there are no material defects in any of the Company, there is no patent patents or patent application that contains applications included in the Intellectual Property. In particular, all priority claims that interfere with the issued or made in any United States patents and pending claims of any patent applications of the Intellectual Property are valid, and all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or that challenges the validity, enforceability or scope of any pending patent applications of the Intellectual Property; Property violate the Paris Convention Treaty. All United States patents and (viii) to the knowledge pending patent applications of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the U.S. Patent and Trademark OfficeDisclosure Documents as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Title to Intellectual Property. The To the Company’s knowledge, the Company and its subsidiaries own own, possess or possesses have rights to all inventions, patent applications, patents, trademarks Intellectual Property (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is defined below) reasonably necessary for the conduct of, or material to, its businesses of the business of the Company as currently now conducted or as proposed to be conducted (including the commercialization of products or services as described in the Registration Statement Pricing Disclosure Package and the Prospectus. The Company has not received and has no reason to believe that it will receive any notice of infringement or any Applicable Prospectus conflict with asserted Intellectual Property of others. Except as under development) (collectivelywould not be reasonably likely to result, individually or in the “Intellectual Property”)aggregate, and in a Material Adverse Effect (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement infringement, misappropriation or violation by third parties of any Intellectual Property; (ii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s validity or scope of any of its subsidiaries’ rights in or to any such Intellectual Property, and, except as described in the Pricing Disclosure Package and the Prospectus, the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which could would form a reasonable basis for any such action, suit, proceeding or claim; and (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any no employee of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 in or has ever been in violation in any material respect of any facts which could form a reasonable basis for term of any such actionemployment contract, suitpatent disclosure agreement, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all restrictive covenant to or with a former employer where the basis of such agreements that are material violation relates to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of such employee’s employment with the Company, there is no patent or patent application that contains claims that interfere actions undertaken by the employee while employed with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Company. The term “Intellectual Property; ” as used herein means all patents, patent applications, trade and (viii) to the knowledge of the Companyservice marks, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent trade and Trademark Officeservice xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possesses can acquire on reasonable terms, all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information Intellectual Property necessary for the conduct of the Company’s business as now conducted or as described in the Registration Statement or any Applicable and the Prospectus to be conducted, except as being owned or licensed by it or which is necessary for the conduct ofsuch failure to own, possess, or material toacquire such rights would not result in a Material Adverse Effect. Furthermore, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentA) (collectively, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivC) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; and (viE) to the Company’s knowledge, no employee of the Company and its subsidiaries have complied is in all material respects or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the terms basis of each agreement pursuant such violation relates to which Intellectual Property has been licensed to such employee’s employment with the Company or any subsidiary, and all such agreements that are material to actions undertaken by the Company or any subsidiary are in full force and effect; (vii) to the knowledge of employee while employed with the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the except as such violation would not result in a Material Adverse Effect. “Intellectual Property; ” shall mean all patents, patent applications, trade and (viii) to the knowledge of the Companyservice marks, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent trade and Trademark Officeservice mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own owns or possesses adequate rights to use all inventionspatents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses, inventions, know-how and all other intellectual property rights (including trade secrets and other unpatented or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential compounds, genes, information, systems or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentprocedures) (collectively, the “Intellectual Property”), and used in or necessary for the conduct of the Company’s business as now, or as contemplated to be, conducted. Except as set forth in the SEC Documents, (i) there are no rights of third parties who have or, to any such Intellectual Property except through licensing or cross-licensing agreements; (ii) to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement by third parties of any Intellectual PropertyProperty to which the Company can assert a claim of infringement; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or any of its subsidiaries’ licensing rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service xxxx and copyright prosecution disclosed in the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claimSEC Documents; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights 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; (vi) the Company has not been and will not be required to utilize any inventions, trade secrets or proprietary information of any of its subsidiaries have complied in all material respects with employees made prior to their employment by the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effectCompany; (vii) the Company has taken all steps required to the knowledge perfect its ownership of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the and interest in its Intellectual Property; and (viii) the Company has taken reasonable security measures to protect the knowledge secrecy, confidentiality and value of the Company, there is no prior art that forms a reasonable basis to render any patent application within the all of its Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeProperty.

Title to Intellectual Property. The Company and its subsidiaries own subsidiary own, or possesses all inventionshave obtained valid and enforceable licenses for, or other rights to use, the patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by it them or which is are necessary for the conduct of, or material to, its of their respective businesses as currently conducted or or, to the knowledge of the Company, as proposed to be conducted (including with respect to the commercialization of products or services and product candidates described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus), except where the failure to own, license or any Applicable Prospectus as under development) have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, the “Intellectual Property”), and ; (i) to the knowledge of the Company, there are no third parties who have or, to the Company’s knowledge, or will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners (or their licensees) of the Intellectual Property which the Registration Statement or any Applicable (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus disclose is licensed (or sublicensed) to the Company or any of its subsidiariesto which the Company has been granted other rights; (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others any third party that the Company or any of its subsidiaries infringe subsidiary infringes or otherwise violateviolates, or would, upon the commercialization of any product or service product candidate described in the Registration Statement or any Applicable Prospectus as under developmentStatement, the Pricing Disclosure Package and the Prospectus, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersany third party, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries subsidiary have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company’s knowledge, there is no patent or patent application that contains claims that interfere in any material respect with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company’s knowledge, there is no prior art that forms a reasonable basis to may render any material claim in any U.S. patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeOffice as required; and (ix) the product and product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fall within the scope of the pending claims in one or more patents owned by, or patent applications filed by or licensed to, the Company or its subsidiary.

Title to Intellectual Property. The Company and its subsidiaries own or possesses possess, or can acquire on commercially reasonable terms, adequate rights to use all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) and other technology and intellectual property rights, including the right to xxx for past, present and future infringement, misappropriation or dilution of any of the same used by them or necessary for the conduct of their respective businesses as currently conducted (the “Company Intellectual Property”) and as proposed in the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted, and the conduct of their respective businesses will not conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyStatement, the “Intellectual Property”)Pricing Disclosure Package and the Prospectus, and (i) to the Company’s knowledge, there are no third parties who have or, to the Company’s knowledge, or will be able to establish ownership rights or rights to use any material items of Company Intellectual Property, except for, and to for (A) the extent of, the ownership retained rights of the owners of the Company Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any its subsidiaries and (B) the rights of its subsidiaries; customers to use Company Intellectual Property in the ordinary course, consistent with past practice, (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending orpending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iviii) 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 Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (viv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of misappropriates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret intellectual property or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (viiv) to the knowledge of the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Company Intellectual Property; and (viiivi) to the knowledge Company’s knowledge, no Company Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the Companyrights of any persons, there is no prior art that forms except, in the case of each of (i) through (vi) above, where the outcome of which would not be expected to be material in light of all relevant facts and circumstances to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries have taken reasonable basis steps necessary to render any patent application within secure interests in the Company Intellectual Property unpatentable that has not been disclosed developed by their employees, consultants, agents and contractors in the course of their service to the U.S. Patent Company. There are no outstanding options, licenses or binding agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the Pricing Disclosure Package and Trademark Officethe Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or binding agreements with respect to the intellectual property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries, and no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries. The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open Source Materials, except where the failure to comply would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. Neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (i) the Company or any of its subsidiaries to permit reverse engineering of any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributed at no charge, except, in the case of each of (i) and (ii) above, such as would not reasonably be expected to be material to the Company and its subsidiaries taken as a whole.

Title to Intellectual Property. The Company Partnership Entities own and its subsidiaries own possess or possesses have valid and enforceable licenses to use, all inventionspatents, patent rights, patent applications, patentslicenses, trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secrets internet addresses, domain names and other proprietary information intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement Statement, any Permitted Free Writing Prospectus or any Applicable the Prospectus as being owned or licensed by it or which that is necessary for the conduct of, or material to, its of their respective businesses as currently conducted or conducted, as proposed to be conducted (including the commercialization of products or services and as described in the Registration Statement Statement, any Permitted Free Writing Prospectus and the Prospectus; none of the Partnership Entities has received any notice or is otherwise aware of any Applicable Prospectus as under development) (collectively, 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 “Intellectual Property”), and (i) interests of the Partnership Entities therein; there are no third parties who have or, to the Company’s knowledgeknowledge of the Partnership, will be able to establish rights to any material items Intellectual Property of Intellectual Propertythe Partnership Entities, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or Statement, any Applicable Permitted Free Writing Prospectus and the Prospectus disclose is licensed to the Company or any of its subsidiariesPartnership Entities; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledgeknowledge of the Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiariesPartnership 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 Partnership Entities infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectus, infringe or violate, any Intellectual Property 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; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries Partnership Entities have complied in all material respects with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiaryPartnership Entities, and all such agreements that are material to the Company or any subsidiary 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; (vii) to the knowledge of the Company, 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 Intellectual Property Partnership Entities or that challenges the validity, enforceability or scope of any of the such Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company Partnership Entities own and its subsidiaries own possess or possesses have valid and enforceable licenses to use, all inventionspatents, patent rights, patent applications, patentslicenses, trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secrets internet addresses, domain names and other proprietary information intellectual property (collectively, “Intellectual Property”) that is described in the Registration Statement Statement, any Permitted Free Writing Prospectus or any Applicable the Prospectus as being owned or licensed by it or which that is necessary for the conduct of, or material to, its of their respective businesses as currently conducted or conducted, as proposed to be conducted (including the commercialization of products or services and as described in the Registration Statement Statement, any Permitted Free Writing Prospectus and the Prospectus; none of the Partnership Entities has received any notice or is otherwise aware of any Applicable Prospectus as under development) (collectively, 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 “Intellectual Property”), and (i) interests of the Partnership Entities therein; there are no third parties who have or, to the Company’s knowledgeknowledge of the Partnership, will be able to establish rights to any material items Intellectual Property of Intellectual Propertythe Partnership Entities, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or Statement, any Applicable Permitted Free Writing Prospectus and the Prospectus disclose is licensed to the Company or any of its subsidiariesPartnership Entities; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledgeknowledge of the Partnership, threatened action, suit, proceeding or claim that is material to the Partnership Entities taken as a whole, by others challenging the Company’s or any of its subsidiariesPartnership 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 Partnership Entities infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectus, infringe or violate, any Intellectual Property 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; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries Partnership Entities have complied in all material respects with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any subsidiaryPartnership Entities, and all such agreements that are material to the Company or any subsidiary 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; (vii) to the knowledge of the Company, 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 Intellectual Property Partnership Entities or that challenges the validity, enforceability or scope of any of the such Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Except as disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries Controlled Entities own or possesses possess adequate rights to use all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrightsdomain names and other source indicators, copyrights and copyrightable works, inventions, know-how, trade secrets secrets, systems, procedures and proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary information described rights (collectively, “Intellectual Property”) used in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its of their respective businesses as currently conducted presently conducted, or as proposed to be conducted (including the commercialization in each of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyStatement, the “Intellectual Property”), Pricing Disclosure Package and the Prospectus; (iii) there are no third parties who have orthe Company and its Controlled Entities’ conduct of their respective businesses does not, to the Company’s knowledge, will be able to establish rights to infringe, misappropriate or otherwise violate any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or of any Applicable Prospectus disclose is licensed to person; (iii) the Company or and its Controlled Entities have not received any of its subsidiaries; (ii) there is no infringement by third parties written notice of any claim relating to Intellectual Property; (iiiiv) to the Company’s knowledge, the Intellectual Property of the Company and its Controlled Entities is not being infringed, misappropriated or otherwise violated by any person; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ Controlled Entity’s rights in or to to, or the violation of any of the terms of, any of their Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivvi) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vvii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe Controlled Entity infringes, misappropriates or otherwise violate, violates or would, upon the commercialization of conflicts with any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, others and the Company is unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; and (viviii) none of the Intellectual Property used by the Company and its subsidiaries have complied or the Controlled Entities in all material respects with the terms of each agreement pursuant to which Intellectual Property their businesses has been licensed obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation binding on the Company, any of the Controlled Entities in violation of the rights of any persons, except in each case covered by clauses (i) through (vii) above such as would not, if determined adversely to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the CompanyControlled Entities, there is no patent individually or patent application that contains claims that interfere with in the issued or pending claims of any of the Intellectual Property or that challenges the validityaggregate, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms have a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeMaterial Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own own, possess, license or possesses have other rights to use all inventionspatents, patent applications, patentstrade and service marks, trademarks (both registered trade and unregistered)service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) intellectual property (collectively, the “Intellectual Property”)) necessary for the conduct of their respective businesses as now conducted or as proposed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus to be conducted except where the failure to own or possess or otherwise be able to acquire such Intellectual Property would not, singly or in the aggregate, result in a Material Adverse Effect. Except as set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no material infringement by third parties of any such Intellectual Property; (iiiii) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any of its subsidiaries’ rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iviii) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (viv) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (viiv) to the knowledge of the Company, there is no U.S. patent or published U.S. patent application that which contains claims that interfere dominate or may dominate any Intellectual Property described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by or licensed to the Company or any of its subsidiaries or that interferes with the issued or pending claims of or any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the such Intellectual Property; and (viiivi) to the knowledge of the Company, there is no prior art of which the Company is aware that forms a reasonable basis to may render any U.S. patent held by the Company or any of its subsidiaries invalid or any U.S. patent application within held by the Intellectual Property Company or any of its subsidiaries unpatentable that which has not been disclosed to the U.S. Patent and Trademark Office, except for the foregoing items set forth in clauses (i) through (vi) of this subparagraph, which would not, individually or in the aggregate, result in a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own own, possess, are licensed to use or possesses have other sufficient legal rights to use all inventionspatents, patent applications, patentstrade and service marks, trademarks (both registered trade and unregistered)service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) intellectual property (collectively, the “Intellectual Property”)) necessary for the conduct of their respective businesses as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus. Except as as disclosed in the in the Registration Statement, the Time of Sale Information and the Prospectus, (i) there are no rights of third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the such Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to owned by the Company or any of and its subsidiaries; (ii) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual PropertyProperty owned by the Company and its subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; and (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, and the Company is unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and its subsidiaries own own, or possesses all have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”)) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them, used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual PropertyProperty that would have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such infringement, misappropriation or violation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any of its subsidiaries’ rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the rights in such actionIntellectual Property, suit, proceeding or claimin each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the validity, enforceability or scope of such actionIntellectual Property, suit, proceeding or claimin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or upon any of its subsidiaries infringe officers, directors or employees or otherwise violate, or would, upon in violation of the commercialization rights of any product persons; (vi) to the Company’s knowledge, there are no third parties who have or service will be able to establish rights to any Intellectual Property described in the Registration Statement or any Applicable Statement, the Pricing Disclosure Package and the Prospectus as under development, infringe owned or violate, exclusively licensed by the Company or its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and third parties ; (vii) the Company is unaware of not a party to or bound by any facts which could form options, licenses or other agreements, with respect to the Company’s or a reasonable basis for any such actionthird party’s Intellectual Property, suitthat are required to be set forth in the Registration Statement, proceeding or claim; (vi) the Company Pricing Disclosure Package and its subsidiaries have complied the Prospectus, and that are not described in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effecttherein; (viiviii) to the knowledge of the Company’s knowledge, there is no patent or patent application that contains claims that interfere (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 Intellectual Property or that challenges would a Material Adverse Effect on the validity, enforceability or scope of any of the Intellectual PropertyCompany; and (viiiix) to the knowledge of the Company’s knowledge, there is no prior art that forms a reasonable basis material to render any patent or patent application within owned or exclusively licensed by the Intellectual Property unpatentable Company that has not been disclosed to the U.S. Patent and Trademark OfficeOffice that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own or possesses possess adequate rights to use all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described or confidential information, systems or procedures) (collectively, “Intellectual Property”) that is used in the Registration Statement or any Applicable Prospectus conduct of their business (as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently now conducted or and as proposed to be conducted in the Time of Sale Information) and except where the failure to own, license or possess such rights would not, individually or in the aggregate, have a Material Adverse Effect; and to the knowledge of the Company, without having conducted any special investigation or patent search, the conduct of their respective businesses (including as now conducted and as proposed to be conducted in the commercialization Time of products Sale Information) does not conflict in any material respect with any such rights of others. The Company and its subsidiary have not received any written notice of any claim of infringement or services conflict with any intellectual property of others. Except as described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyTime of Sale Information, the “Intellectual Property”), and (i) to the Company’s knowledge, without having conducted any special investigation or patent search, there are no third parties who have or, to the Company’s knowledge, or will be able to establish rights to any material items Intellectual Property of Intellectual Propertythe Company, except for, and to for the extent of, the ownership retained rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company and except to the extent not reasonably expected, individually or any of its subsidiariesin the aggregate, to have a Material Adverse Effect; (ii) there is no infringement pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by third parties of others challenging the Company’s rights in or to any Intellectual Property; , (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (viv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, misappropriates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and others (v) the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; claim as described in items (ii), (iii) and (iv), except to the extent not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, and (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company Company’s knowledge, without having conducted any special investigation or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Companypatent search, there is no patent or patent application that contains claims that interfere interfere, 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 Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The To the knowledge of the Company, the Company and its subsidiaries own owns, possesses, or possesses has a valid license to all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential information, systems or licensed by it or which is procedures) necessary for the conduct of, or material to, its businesses of the Company’s business as currently conducted or and as proposed to be conducted (including according to the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) Supplement (collectively, the “Intellectual Property”), and, to the knowledge of the Company, the conduct of the Company’s business does not and will not conflict in any material respect with any such rights of others. Except as disclosed in the Prospectus Supplement (“Disclosure Documents”), (i) the Company has not received any written notice of any claim of misappropriation or conflict with any intellectual property rights of others in connection with Company’s patents, patent applications, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect, and the Company is unaware of any facts which would form a reasonable basis for any such claim, (ii) to the Company’s knowledge there are no third parties who have orrights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property as licensed to the Company; (iii) to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others 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 could would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have has complied in all material respects with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and to the Company’s knowledge all such agreements that are material to the Company or any subsidiary are in full force and effect; and (viivi) to the knowledge Company’s knowledge, there are no material defects in any of the Company, there is no patent patents or patent application that contains applications included in the Intellectual Property. In particular, all priority claims that interfere with the issued or made in any United States patents and pending claims of any patent applications of the Intellectual Property are valid, and all claims in such patents and pending patent applications are entitled to the priority claims made. No granted United States patents or that challenges the validity, enforceability or scope of any pending patent applications of the Intellectual Property; Property violate the Paris Convention Treaty. All United States patents and (viii) to the knowledge pending patent applications of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed claim priority to all applicable prior filed and/or co-pending patent applications. The product candidates described in the U.S. Patent and Trademark OfficeDisclosure Documents as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Title to Intellectual Property. The To the Company’s knowledge, each of the Company Parties owns, possesses, licenses or has other rights to use or otherwise receive the benefit of all material foreign and its subsidiaries own or possesses all inventionsdomestic patents, patent applications, patentstrade and service marks, trademarks (both registered trade and unregistered)service mark registrations, trade names, service names, copyrights, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) (collectively, “Intellectual Property”) necessary for the conduct of their respective businesses as conducted and proposed to be conducted as described in the Registration Statement and the Prospectus, except to the extent the failure to own, possess, license or have other rights to use or otherwise receive the benefit of such rights does not have a Material Adverse Effect. The Company Parties have not received any Applicable Prospectus notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which would reasonably be expected to result in a Material Adverse Effect. Except as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described disclosed in the Registration Statement or any Applicable Prospectus as under development) (collectivelyand the Prospectus, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish there are no rights of third parties to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the such Intellectual Property which the Registration Statement owned, possessed, licensed or any Applicable Prospectus disclose is licensed to otherwise held by the Company or any of its subsidiariesParties; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, inquiry, proceeding or claim brought by others challenging the Companyany Company Party’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, inquiry, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, inquiry, proceeding or claim brought by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, inquiry, proceeding or claim brought by others that the any Company or any of its subsidiaries infringe Party has infringed, misappropriated or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violated any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others or would, upon further development or commercialization of any product, product candidate or service described in the Registration Statement and the Prospectus as under development, infringe, misappropriate or violate, any intellectual property of others, and the Company is unaware of any facts which could that would form a reasonable basis for any such action, suit, proceeding or claim; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement and Prospectus as being owned by or licensed to the Company; (vii) there is no prior act or public or commercial activity of which the Company is aware that would reasonably be expected to render any patent included in the Intellectual Property invalid or that would preclude the issuance of any patent on any patent application included in the Intellectual Property which has not been disclosed to the U.S. Patent and its subsidiaries Trademark Office or the relevant foreign patent authority, as the case may be; (viii) to the Company’s knowledge, the Company has not committed any act or omitted to undertake any act the effect of such commission or omission would reasonably be expected to result in a legal determination that any item of Intellectual Property thereby was rendered invalid or unenforceable in whole or in part; (ix) to the Company’s knowledge, the issued patents included in the Intellectual Property are valid and enforceable and the Company is unaware of any facts that would preclude the issuance of a valid and enforceable patent on any pending patent application included in the Intellectual Property; (x) the use or composition of the product candidates described in the Registration Statement and the Prospectus as under development by the Company fall within the scope of one or more claims of the patents or patent applications included in the Intellectual Property; (xi) the Company has taken reasonable steps necessary to secure the interests of the Company in the Intellectual Property purported to be owned by the Company from any employees, consultants, agents or contractors that developed (in whole or in part) such Intellectual Property; (xii) the Company Parties have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the such Company or any subsidiaryParty, and all such agreements that are material to the Company or any subsidiary are in full force and effect; effect and, (viixiii) to the knowledge Company’s knowledge, regarding the Intellectual Property, no employee of a Company Party is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the Company, there is no patent or patent application that contains claims that interfere basis of such violation relates to such employee’s employment with the issued Company Party or pending claims actions undertaken by the employee while employed with the Company Party, except, in the case of any of clauses (i)-(xiii) above, for any such rights of or infringement by third parties or any such pending or threatened suit, action, proceeding or claim, or any non-compliance, act, event, occurrence, or fact as would not, individually or in the Intellectual Property or that challenges the validityaggregate, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms result in a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeMaterial Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries each own or possesses possess the right to use all inventionsmaterial patents, patent applicationsrights, patents, trademarks (both registered and unregistered)trademarks, trade names, service namesmarks and service names (including all goodwill associated with use of the same), copyrights, license rights, inventions, know-how (including trade secrets and other unpatented and unpatentable proprietary information described or confidential information, systems or procedures) and other technology and intellectual property rights, including the right to xxx for past, present and future infringement, misappropriation or dilution of any of the same (“Intellectual Property”) used by them in the Registration Statement or any Applicable Prospectus conduct of their business as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (including “Company Intellectual Property”); provided that the commercialization of products or services foregoing representation is made only to the Company’s knowledge as it concerns third party patent rights and trademark rights. Except as described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyStatement, the “Intellectual Property”)Pricing Disclosure Package and the Prospectus, and (i) to the Company’s knowledge, there are no third parties who have or, to the Company’s knowledge, or will be able to establish rights to any material items of Company Intellectual Property, except for, and to for the extent of, the ownership retained rights of the owners of the Company Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by third parties others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property, and neither the Company nor any of its subsidiaries is aware of any Intellectual Propertyfacts which could form a reasonable basis for any such action, suit, proceeding or claim; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s validity, enforceability or scope of any of its subsidiaries’ rights in or to any Company Intellectual Property, and neither the Company nor any of its subsidiaries is unaware aware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that the validity, enforceability Company or scope any of its subsidiaries infringes or misappropriates any Intellectual PropertyProperty or other proprietary rights of others, and neither the Company nor any of its subsidiaries is unaware aware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Company Intellectual Property; and (viiivi) to the knowledge Company’s knowledge, no Company Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the Companyrights of any persons. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Company Intellectual Property from their employees, there is consultants, agents and contractors. There are no prior art outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that forms are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a reasonable basis party to render or bound by any patent application within options, licenses or agreements with respect to the Intellectual Property unpatentable of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries, and no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries. The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not been disclosed limited to the U.S. Patent GNU General Public License, GNU Lesser General Public License and Trademark OfficeGNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open Source Materials. Neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (i) the Company or any of its subsidiaries to permit reverse-engineering of any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge.

Title to Intellectual Property. The Company Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the knowledge of the Company, the Company, its subsidiaries and the Acquired Companies own or possesses possess adequate rights to use all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, copyrights and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement and confidential information, systems or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentprocedures) (collectively, the “Intellectual Property”)) used by the Company, its subsidiaries or the Acquired Companies in, and (i) there are no third parties who necessary for the conduct of, their respective businesses as currently conducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to so own or have orthe right to use such Intellectual Property would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent ofRegistration Statement, the ownership rights of Pricing Disclosure Package and the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Prospectus, there is no infringement by third parties of any the Company’s, its subsidiaries’ or, to the knowledge of the Company, the Acquired Companies’ Intellectual Property; (iii) Property and there is are no legal or governmental actions, suits, proceedings or claims pending or, to the knowledge of the Company’s knowledge, threatened actionthreatened, suitagainst the Company, proceeding any of its subsidiaries or claim by others any of the Acquired Companies (i) challenging the Company’s or ’s, any of its subsidiaries’ or, to the knowledge of the Company, any of the Acquired Companies’ rights in or to any Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by the Company, any of its subsidiaries or, to the knowledge of the Company, the Acquired Companies, or (iii) alleging that the operation of the Company’s, its subsidiaries’ or, to the knowledge of the Company, any of the Acquired Companies’ respective businesses as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of a third party, which infringement, invalidity, inadequacy or violation would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Except as disclosed in the SEC Documents, the Company and its subsidiaries own owns, possesses, licenses or possesses has other rights to use all inventionspatents, patent applications, patentstrade and service marks, trademarks (both registered trade and unregistered)service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other proprietary information described in intellectual property that, to the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which knowledge of the Company, is necessary for the conduct of, or material to, its businesses of the Company’s business as currently conducted or as proposed to be now conducted (including the commercialization of products or services as described in the Registration Statement or any Applicable Prospectus as under development) (SEC Documents, collectively, the “Company Intellectual Property”), and (i) there are no third parties who have orand, to the Company’s knowledge, will the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the SEC Documents or except in each case as would not reasonably be able expected to establish have a Material Adverse Effect on the Company: (a) there are no material rights of third parties to any material items of such Company Intellectual Property, except for, and ; (b) to the extent ofCompany’s knowledge, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no material infringement by third parties of any such Company Intellectual Property; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (viif) to the knowledge of the Company’s knowledge, there is no U.S. patent or patent application that which contains claims that interfere dominate any Company Intellectual Property described in the SEC Documents or that interferes under 35 U.S.C. §102(g) with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Company Intellectual Property; and (viiig) to the knowledge of the Company’s knowledge, there is no prior art of which the Company is aware that forms a reasonable basis to would render any U.S. patent application within held by the Intellectual Property unpatentable that Company invalid which has not been disclosed to the U.S. Patent and Trademark OfficeOffice (the “PTO”); and (h) the Company 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. Except as otherwise disclosed in the SEC Documents, to the Company’s knowledge, all patents and patent applications owned by the Company and filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company has complied with their duty of candor and disclosure to the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and disclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. The Company and its subsidiaries Subsidiaries own or possesses possess the right to use all inventions, patent applications, patents, trademarks (both registered and unregistered)trademarks, trade names, service names, domain names, copyrights, trade secrets secrets, know-how and other proprietary information described in the Registration Statement intellectual property (collectively, “Intellectual Property”) as are (i) necessary or any Applicable Prospectus as being owned or licensed by it or which is necessary material for the conduct of, or material to, its of their respective businesses as currently conducted or as currently proposed to be conducted (including the commercialization of products or services and as described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyStatement, the “Intellectual Property”), General Disclosure Package and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, Prospectus and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement by third parties necessary or material for the commercialization of any Intellectual Property; (iii) there the products described in the Registration Statement, the General Disclosure Package and the Prospectus as being under development. There is no pending or, to the Company’s knowledge, threatened (i) action, suit, proceeding proceeding, or claim by others challenging the Company’s rights of the Company or any of its subsidiaries’ rights Subsidiaries in or to any such Intellectual PropertyProperty that, if decided adversely to the Company or such Subsidiary would, individually or in the aggregate, have a Material Adverse Effect, and the Company is unaware of any facts which could would form a reasonable basis for any such claim; (ii) action, suit, proceeding or claim; (iv) there is no pending orproceeding, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe Subsidiaries infringes, misappropriates, or otherwise violateviolates any Intellectual Property of others that, if decided adversely to the Company or such Subsidiary would, upon the commercialization of any product individually or service described in the Registration Statement or any Applicable Prospectus as under developmentaggregate, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othershave a Material Adverse Effect, and the Company is unaware of any facts which could would form a reasonable basis for any such claim; or (iii) action, suit, proceeding proceeding, or claim by others challenging the validity, scope, or enforceability of any such Intellectual Property owned or licensed by the Company or its Subsidiaries and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vi) . To the Company’s knowledge, the operation of the business of the Company and its subsidiaries have complied Subsidiaries as now conducted, and as described in all material respects the Prospectus, and in connection with the terms development and commercialization of each agreement pursuant to the products described in the Prospectus does not infringe, misappropriate, conflict with or otherwise violate any claim of any patent or published patent application of any other person or entity. There is no prior art of which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements of its Subsidiaries is aware that are material to may render any patent owned or licensed by the Company or its Subsidiaries invalid or any subsidiary patent application owned or licensed by the Company or its Subsidiaries unpatentable which has not been disclosed to the applicable government patent office. The Company’s granted or issued patents, registered trademarks and registered copyrights have been duly maintained and are in full force and effect; (vii) to the knowledge , and none of the Companypatents, there is trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part. The Company knows of no patent infringement, misappropriation or patent application that contains claims that interfere with the issued or pending claims violation by others of any Intellectual Property owned or licensed by the Company or its Subsidiaries which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property or that challenges the validity, enforceability or scope of any of other person or entity that are required to be set forth in the Intellectual Property; Prospectus and (viii) that are not described therein in all material respects. The Company and its Subsidiaries have taken all reasonable steps necessary to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within secure their interests in the Intellectual Property unpatentable that of the Company and its Subsidiaries from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the technology or intellectual property used by the Company and its Subsidiaries in its business has not been disclosed obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or its Subsidiaries, or, to the U.S. Patent Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any persons. No third party has been granted by the Company or its Subsidiaries rights to the Intellectual Property of the Company or its Subsidiaries, including any rights that, if exercised, could enable such party to develop products competitive to those of the Company as described in the Registration Statement, the General Disclosure Package and Trademark Officethe Prospectus. All Intellectual Property owned or exclusively licensed by the Company or its Subsidiaries are free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possesses can acquire on reasonable terms, all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information Intellectual Property necessary for the conduct of the Company’s business as now conducted or as described in the Registration Statement or any Applicable Statement, the Pricing Disclosure Package and the Prospectus to be conducted, except as being owned or licensed by it or which is necessary for the conduct ofsuch failure to own, possess, or material toacquire such rights would not result in a Material Adverse Effect. Furthermore, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentA) (collectively, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property; , except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such actionclaim; (C) the Intellectual Property owned by the Company, suitand to the knowledge of the Company, proceeding the Intellectual Property licensed to the Company has not been adjudged invalid or claim; (iv) unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any facts other fact which could would form a reasonable basis for any such actionclaim; and (E) to the Company’s knowledge, suit, proceeding or claim; (vi) no employee of the Company and its subsidiaries have complied is in all material respects or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the terms basis of each agreement pursuant such violation relates to which Intellectual Property has been licensed to such employee’s employment with the Company or any subsidiary, and all such agreements that are material to actions undertaken by the Company or any subsidiary are in full force and effect; (vii) to the knowledge of employee while employed with the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the except as such violation would not result in a Material Adverse Effect. “Intellectual Property; ” shall mean all patents, patent applications, trade and (viii) to the knowledge of the Companyservice marks, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent trade and Trademark Officeservice mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Except as set forth in the Prospectus, the Company owns, possesses, licenses or has other rights to use all foreign and its subsidiaries own or possesses all inventionsdomestic patents, patent applications, patentstrade and service marks, trademarks (both registered trade and unregistered)service xxxx registrations, trade names, service copyrights, licenses, inventions, trade secrets, technology, Internet domain names, copyrights, trade secrets know-how and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) intellectual property (collectively, the “Intellectual Property”)) necessary for the conduct of the Company’s business as now conducted or as proposed in the Prospectus to be conducted. Except as set forth in the Prospectus, and (ia) there are no rights of third parties who have or, to any such Intellectual Property; (b) to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no material infringement by third parties of any such Intellectual Property; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and to the Company is unaware of any Company’s knowledge there are no other facts which could would form a reasonable basis for any such action, suit, proceeding or material claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (viif) to the knowledge of the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding could be commenced against any patent or patent application that contains claims that interfere with described in the issued Prospectus as being owned by or pending claims of any of licensed to the Intellectual Property Company; and (g) the Company has taken all steps reasonably determined by the Company to be necessary to perfect its ownership of, other rights to or that challenges the validity, enforceability or scope of any of interest in the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and its subsidiaries the Group Entities own or possesses possess adequate rights to use all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, technology, know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential information, systems or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentprocedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and the conduct of their respective businesses will not conflict in any material respect with any such rights of others; and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property; (iiiii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any of its subsidiaries’ rights the Group Entities in or to any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the rights in such action, suit, proceeding or claimIntellectual Property; (iviii) none of the Intellectual Property (excluding any shrink wrap licenses relating to consumer software) licensed to the Company and the Group Entities has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the validity or scope of such action, suit, proceeding or claimIntellectual Property; (viv) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe the Group Entities infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, neither the Company nor any Group Entity has received any written notice of such claim and the Company is unaware of any facts which could it believes would form a reasonable basis for a successful claim of such infringement, misappropriation or violation; (v) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such actionviolation relates to such employee’s employment with the Company or the Group Entities, suit, proceeding or claimactions undertaken by the employee while employed with the Company or the Group Entities; and (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or does not possess any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent patents or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeapplications.

Title to Intellectual Property. The Company and its subsidiaries own the Subsidiaries own, or possesses all have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade namestradenames, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Statement, the Time of Sale Information and the Prospectus as being owned or licensed by it them or which is are necessary for the conduct ofof their respective businesses, except where the failure to own, license or material tohave such rights would not, its businesses as currently conducted individually or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) aggregate, have a Material Adverse Effect (collectively, the “Intellectual Property”), and ; (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, for the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiariesa Subsidiary; (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe the Subsidiaries infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viiivii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to may render any patent application within owned by the Company or any of the Subsidiaries of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and its subsidiaries own or possesses all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information Except as described in the Registration Statement and the Prospectus, (i) the Company and its subsidiaries own, or any Applicable Prospectus as being owned possess valid and enforceable licensed rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or licensed by it confidential information, systems or which is procedures) necessary for the conduct of, or material to, its of their respective businesses as currently conducted or and as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable and the Prospectus as under development) (collectively, the “Company Intellectual Property”), (ii) the Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such adjudication and (iii) the Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such notice or claim. To the knowledge of the Company: (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Company Intellectual Property, except for, and to the extent of, the ownership for customary reversionary rights of the owners of the third-party licensors with respect to such material Company Intellectual Property which that is disclosed in the Registration Statement and the Prospectus as owned by or any Applicable Prospectus disclose is licensed to the Company or any one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual Property; (iii) . Except as described in the Registration Statement and the Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company: (A) challenging the Company’s Company or any of its subsidiaries’ rights in or to any Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ivB) 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 Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding ; or claim; (vC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company or any of its subsidiaries infringe infringes, misappropriates, or otherwise violateviolates, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable and the Prospectus as under development, infringe infringe, misappropriate, or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary intellectual property rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the . The Company and its subsidiaries have complied in all material respects with the terms of each agreement in all material respects pursuant to which Intellectual Property material intellectual property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) . To the knowledge of the Company, there are no material defects in any of the patents or patent applications included in the Company Intellectual Property. To the knowledge of the Company, the patents included in the Company Intellectual Property are subsisting and have not lapsed and the patent applications in the Company Intellectual Property are subsisting and have not been abandoned. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard the Company Intellectual Property, including the execution of appropriate nondisclosure agreements, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the knowledge of the Company, there no employee of the Company is no in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or patent application that contains claims that interfere any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the issued or pending claims of any Company. To the knowledge of the Company, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company owned United States patents and patent applications included in the Company Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Propertyhave been complied with; and (viii) in all foreign offices having similar requirements, to the knowledge of the Company, there all such requirements have been complied with for the Company owned foreign patents and patent applications included in the Company Intellectual Property. To the knowledge of the Company, none of the Company Intellectual Property has been obtained or is no prior art that forms a reasonable basis to render being used by the Company or its subsidiaries in violation of any patent application material contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the Intellectual Property unpatentable that has not been disclosed to scope of the U.S. Patent and Trademark Officeclaims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

Title to Intellectual Property. The Company and its subsidiaries own or possesses possess adequate rights to use all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses, inventions, technology, know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential information, systems or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentprocedures) (collectively, the collectively “Intellectual Property”), necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and the conduct of their respective businesses will not conflict in any material respect with any such rights of others; and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property; (iiiii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any of its subsidiaries’ rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the rights in such action, suit, proceeding or claimIntellectual Property that would have a Material Adverse Effect on the Company; (iviii) none of the Intellectual Property licensed to the Company and its subsidiaries has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the validity or scope of such action, suit, proceeding or claimIntellectual Property that would have a Material Adverse Effect on the Company; (viv) to the knowledge of the Company, there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful claim of such actioninfringement, suit, proceeding misappropriation or claimviolation that would have a Material Adverse Effect on the Company; (viv) the Company and is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of its subsidiaries employees are in or have complied ever been in all material respects 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 terms basis of each agreement pursuant such violation relates to which Intellectual Property has been licensed to such employee’s employment with the Company or any subsidiaryits subsidiaries, and all such agreements that are material to or actions undertaken by the employee while employed with the Company or any subsidiary are in full force its subsidiaries and effect; (viivi) to the knowledge of the Company, there the Company is no patent or patent application that contains claims that interfere with not an assignee of nor is the issued or pending claims Company a recipient of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) an obligation to the knowledge assign each of the Company, there is no prior art that forms a reasonable basis to render any ’s rights in its patents and patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officeapplications.

Title to Intellectual Property. The Company and its subsidiaries own own, or possesses all have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”)) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them, used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual PropertyProperty that would have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such infringement, misappropriation or violation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any of its subsidiaries’ rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the rights in such actionIntellectual Property, suit, proceeding or claimin each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the validity, enforceability or scope of such actionIntellectual Property, suit, proceeding or claimin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or upon any of its subsidiaries infringe officers, directors or employees or otherwise violate, or would, upon in violation of the commercialization rights of any product persons; (vi) to the Company’s knowledge, there are no third parties who have or service will be able to establish rights to any Intellectual Property described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus owned or exclusively licensed by the Company or its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and third parties ; (vii) the Company is unaware of not a party to or bound by any facts which could form options, licenses or other agreements, with respect to the Company’s or a reasonable basis for any such actionthird party’s Intellectual Property, suitthat are required to be set forth in the Registration Statement, proceeding or claim; (vi) the Company Pricing Disclosure Package and its subsidiaries have complied the Prospectus, and that are not described in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effecttherein; (viiviii) to the knowledge of the Company’s knowledge, there is no patent or patent application that contains claims that interfere (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 Intellectual Property or that challenges would a Material Adverse Effect on the validity, enforceability or scope of any of the Intellectual PropertyCompany; and (viiiix) to the knowledge of the Company’s knowledge, there is no prior art that forms a reasonable basis material to render any patent or patent application within owned or exclusively licensed by the Intellectual Property unpatentable Company that has not been disclosed to the U.S. Patent and Trademark OfficeOffice that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and each of its subsidiaries own owns, possesses, or possesses can acquire on reasonable terms, all inventions, patent applications, patents, trademarks (both registered Intellectual Property necessary for the conduct of the Company’s and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information it subsidiaries’ business as now conducted or as described in the Registration Statement or any Applicable Statement, General Disclosure Package and Prospectus to be conducted, except as being owned or licensed by it or which is necessary for the conduct ofsuch failure to own, possess, or material toacquire such rights would not reasonably be expected to result in a Material Adverse Effect. Furthermore, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentA) (collectively, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not reasonably be expected to result in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivC) the Intellectual Property owned by the Company and its subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vD) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, neither the Company or any of its subsidiaries has received any written notice of such claim and the Company is unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; and (viE) to the Company and its subsidiaries have complied in all material respects with the terms Company’s knowledge, no employee of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryof its subsidiaries is in or has ever been in violation of any term of any employment contract, and all 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 agreements that are material violation relates to such employee’s employment with the Company nor any of its subsidiaries or actions undertaken by the employee while employed with the Company or any subsidiary are of its subsidiaries, except as such violation would not reasonably be expected to result in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the a Material Adverse Effect. “Intellectual Property; ” shall mean all patents, patent applications, trade and (viii) to the knowledge of the Companyservice marks, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent trade and Trademark Officeservice xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The (i) To the Company’s knowledge, the Company and its subsidiaries Subsidiaries own or possesses have a valid license to all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service namesinventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Intellectual Property Rights”) (a) described in the Registration Statement or any Applicable and the Prospectus Supplement as being owned by or licensed by it to the Company or which is its Subsidiaries, or (b) to the Company’s knowledge, used in or reasonably necessary for to the conduct of, or material to, of their businesses; (ii) the Intellectual Property Rights owned by the Company and its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”), and (i) there are no third parties who have orSubsidiaries and, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is Rights licensed to the Company and its Subsidiaries, are free and clear of all liens, security interests, or encumbrances, and no Action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the Company’s rights in or to any of its subsidiaries; (ii) there is no infringement by third parties of any such Intellectual PropertyProperty Rights; (iii) to the Company’s knowledge, the issued patents described in the Registration Statement and the Prospectus Supplement as being owned by or licensed to the Company and its Subsidiaries, are valid, subsisting and enforceable, and there is no material pending or, to the Company’s knowledge, threatened actionAction, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding Proceeding or claim by others challenging the validity, scope or enforceability or scope of any such Intellectual Property, and Property Rights; (iv) neither the Company is unaware nor any of its subsidiaries has received any facts which could form a reasonable basis for written notice alleging any such actionmaterial infringement, suit, proceeding misappropriation or claimother violation of Intellectual Property Rights; (v) there is no pending or, to the Company’s knowledge, threatened actionno third party is infringing, suitmisappropriating or otherwise violating, proceeding or claim has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned or licensed by others that the Company; (vi) to the Company’s knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) all patents and patent applications owned by or licensed to the Company or under which the Company has rights have, to the knowledge of the Company, been duly and properly filed and maintained; to the knowledge of the Company, there are no material defects in any of its subsidiaries infringe the patents or otherwise violate, or would, upon the commercialization of any product or service described patent applications disclosed in the Registration Statement and the Prospectus Supplement as being owned or licensed by the Company and its Subsidiaries; (viii) the Company is not aware of any Applicable facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application or could form the basis of a finding of invalidity or unenforceability with respect to any patents that have issued with respect to such applications; (ix) other than as disclosed in the Registration Statement and the Prospectus as under developmentSupplement, infringe neither the Company nor its Subsidiaries is obligated to pay a royalty, grant a license or violateoption, or provide other consideration to any patent, trademark, trade name, service name, copyright, trade secret third party in connection with the Intellectual Property Rights owned or other proprietary rights of otherslicensed by the Company and its Subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has Rights have been licensed to the Company or any subsidiarySubsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect, except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect; (viix) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary of the Company have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (xi) to the knowledge of Company’s knowledge, the CompanyCompany and its Subsidiaries use, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validityand have used, enforceability or scope of any of the Intellectual Property; and (viii) commercially reasonable efforts to the knowledge of the Company, there is no prior art that forms appropriately maintain all information intended to be maintained as a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officetrade secret.

Title to Intellectual Property. The To the Company’s knowledge, the Company and its subsidiaries own own, possess or possesses have rights to all inventions, patent applications, patents, trademarks Intellectual Property (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is defined below) reasonably necessary for the conduct of, or material to, its businesses of the business of the Company as currently now conducted or as proposed to be conducted (including the commercialization of products or services as described in the Registration Statement Pricing Disclosure Package and the Prospectus. The Company has not received and has no reason to believe that it will receive any notice of infringement or any Applicable Prospectus conflict with asserted Intellectual Property of others. Except as under development) (collectivelywould not be reasonably likely to result, individually or in the “Intellectual Property”)aggregate, and in a Material Adverse Effect (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement infringement, misappropriation or violation by third parties of any Intellectual Property; (ii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s validity or scope of any of its subsidiaries’ rights in or to any such Intellectual Property, and, except as described in the Pricing Disclosure Package and the Prospectus, the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which could would form a reasonable basis for any such action, suit, proceeding or claim; and (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any no employee of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 in or has ever been in violation in any material respect of any facts which could form a reasonable basis for term of any such actionemployment contract, suitpatent disclosure agreement, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all restrictive covenant to or with a former employer where the basis of such agreements that are material violation relates to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of such employee’s employment with the Company, there is no patent or patent application that contains claims that interfere actions undertaken by the employee while employed with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Company. The term “Intellectual Property; ” as used herein means all patents, patent applications, trade and (viii) to the knowledge of the Companyservice marks, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent trade and Trademark Officeservice mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries own owns, or possesses valid and enforceable licensed rights to use, all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential information, systems or licensed by it or which is procedures) necessary for the conduct of, or material to, of its businesses business as currently conducted or and as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyStatement, the Pricing Disclosure Package and the Prospectus(collectively, “Company Intellectual Property”), (ii) the Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such adjudication and (iii) the Company has not received any written notice of any claim of infringement, misappropriation or conflict with any intellectual property rights of another, and, to the knowledge of the Company, there are no acts which would form a reasonable basis for any such notice or claim. To the knowledge of the Company: (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Company Intellectual Property, except for, and for customary reversionary rights of third-party licensors with respect to such material Company Intellectual Property that is disclosed in the extent ofRegistration Statement, the ownership rights of Pricing Disclosure Package and the owners of the Intellectual Property which the Registration Statement Prospectus as owned by or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Company Intellectual Property; (iii) . Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ivB) 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 Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding ; or claim; (vC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company or any of its subsidiaries infringe infringes, misappropriates, or otherwise violateviolates, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Statement, the Pricing Disclosure Package and the Prospectus as under development, infringe infringe, misappropriate, or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary intellectual property rights of others, and the . The Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have has complied in all material respects with the terms of each agreement in all material respects pursuant to which Intellectual Property material intellectual property has been licensed to the Company or any subsidiaryCompany, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) . To the knowledge of the Company, there are no material defects in any of the patents or patent applications included in the Company Intellectual Property. To the knowledge of the Company, the patents included in the Company Intellectual Property are subsisting and have not lapsed and the patent applications in the Company Intellectual Property are subsisting and have not been abandoned. The Company has taken commercially reasonable steps to protect, maintain and safeguard the Company Intellectual Property, including the execution of appropriate nondisclosure agreements, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the knowledge of the Company, there no employee of the Company is no in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or patent application that contains claims that interfere any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the issued or pending claims of any Company. To the knowledge of the Company, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company owned United States patents and patent applications included in the Company Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Propertyhave been complied with; and (viii) in all foreign offices having similar requirements, to the knowledge of the Company, there all such requirements have been complied with for the Company owned foreign patents and patent applications included in the Company Intellectual Property. To the knowledge of the Company, none of the Company Intellectual Property has been obtained or is no prior art that forms a reasonable basis to render being used by the Company in violation of any patent application material contractual obligation binding on the Company or any of its officers, directors or employees. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company fall within the Intellectual Property unpatentable that has not been disclosed to scope of the U.S. Patent and Trademark Officeclaims of one or more patents or patent applications owned by, or exclusively licensed to, the Company.

Title to Intellectual Property. The Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or possesses all inventionshave valid and enforceable rights to use the patents, patent applications, patentstrade and service marks, trademarks (both registered trade and unregistered)service xxxx registrations and applications, trade names, service domain names, all goodwill associated with the foregoing, copyrights, licenses, inventions, trade secrets secrets, software, technology, know-how and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) intellectual property (collectively, the “Intellectual Property”)) necessary for the conduct of their respective businesses in all material respects, and (i) there are no third parties who have oras now conducted, and, to the knowledge of the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights conduct of the owners respective businesses of the Company and its subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property which of any third party. Except as described in the Registration Statement or any Applicable Prospectus disclose is licensed to Statement, Pricing Disclosure Package and the Company or any of its subsidiaries; Prospectus, (ii) there is no infringement by third parties of any Intellectual Property; (iiia) there is no pending action, suit, proceeding or claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others others, challenging the Company’s or any of its subsidiaries’ subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts material fact which could would form a reasonable basis for any such claim; (b) there is no pending action, suit, proceeding or claim; (iv) there is no pending claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others challenging others, that the validityCompany or any of its subsidiaries infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty of others, and the Company is unaware of any facts other material fact which could would form a reasonable basis for any such claim; (c) there is no pending action, suit, proceeding or claim; (v) there is no pending claim or, to the Company’s knowledge, threatened action, suit, proceeding or claim claim, by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or any of its subsidiaries, and with respect to any such Intellectual Property that the Company or any of its subsidiaries infringe or otherwise violatehas a right to use, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts such claim, and, in either case, the Company is unaware of any material fact which could would form a reasonable basis for any such action, suit, proceeding or claim; (vid) there is no prior art of which the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant is aware that would reasonably be expected to which Intellectual Property has been licensed to render invalid any patent owned by the Company or any subsidiary, and all such agreements of its subsidiaries or that are material the Company has rights to use the inventions covered thereby which has not been disclosed to the Company or any subsidiary applicable government patent office; (e) the Company’s and the Company’s subsidiaries’ license agreements mentioned in the Registration Statement, Pricing Disclosure Package and the Prospectus are in full force and effect; (vii) , and the Company is not in material breach or default thereof, and to the knowledge of the Company, there is no patent other parties to those agreements are not in material breach or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Propertydefault thereof; and (viiif) to the knowledge granted or issued patents, trademarks, and copyrights owned by the Company and its subsidiaries have been duly maintained and are in full force and in effect, and none of the Companysuch patents, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not trademarks and copyrights have been disclosed to the U.S. Patent and Trademark Officeadjudged invalid or unenforceable in whole or in part.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses or possesses can acquire on commercially reasonable terms rights to use all inventions, patent applications, patents, trademarks Intellectual Property (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is defined below) necessary for the conduct of, or material to, its businesses of the business of the Company as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Time of Sale Information and the Prospectus as under development) (collectivelynow conducted, and, except as disclosed in the “Intellectual Property”), Time of Sale Information and the Prospectus: (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such as would not reasonably be expected to have a Material Adverse Effect; (iiiii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any rights of its subsidiaries’ rights the Company in or to any such Intellectual Property, except as such as would not have a Material Adverse Effect and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company have not been adjudged invalid or unenforceable, in whole or in part, and, except as such as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope knowledge of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of othersothers in any material respect, and the Company has not received any written notice of such claim and the Company is unaware of any other facts which could would form a reasonable basis for any such action, suit, proceeding or claim; and (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (viiv) to the knowledge Company’s knowledge, no employee of the Company, there Company is no patent in or patent application that contains claims that interfere with the issued or pending claims has ever been in violation of any term of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.any

Title to Intellectual Property. The Company and its subsidiaries own or possesses possess valid and enforceable license rights under all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, service trade dress, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures), or other intellectual property which are reasonably necessary for the conduct of their respective businesses in the manner described in the Registration Statement or any Applicable Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”), and, to the Company’s knowledge, the conduct of their respective businesses does not infringe, misappropriate or otherwise violate any valid intellectual property rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and to the Company’s knowledge, the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or violation of any valid intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for a notice of any claim of infringement, misappropriation or violation of any valid intellectual property rights of another. To the Company’s knowledge: (i) other than those described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except forfor customary reversionary rights of third-party licensors, and with respect to Intellectual Property that is disclosed in the extent ofRegistration Statement, the ownership rights of Pricing Disclosure Package and the owners of the Intellectual Property which the Registration Statement Prospectus (“Disclosure Documents”) as owned by or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property; (iii) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivB) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; or (vC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company or any of its subsidiaries infringe infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus Disclosure Documents as under development, infringe infringe, misappropriate, or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary valid intellectual property rights of others, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vi) . To the Company’s knowledge, there are no material defects in any of the material patents or patent applications included in the Intellectual Property. To the Company’s knowledge, the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure or confidentiality agreements, invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any material term of any 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. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the material United States patents and patent applications included in the Intellectual Property have been complied in all respects with; and in all foreign patent offices having similar requirements, all such requirements have been complied with in all respects. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any material contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the valid rights of any persons. To the Company’s knowledge, all material license agreements for the use of the Intellectual Property Rights described in the Disclosure Documents are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. To the Company’s knowledge, the Company has complied in all material respects with the terms with, and is not in breach nor has received any asserted or threatened claim of each agreement pursuant to which breach of any material Intellectual Property has been licensed to license, and the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the has no knowledge of the Company, there is no patent any breach or patent application that contains claims that interfere with the issued or pending claims of anticipated breach by any of the other person to any material Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officelicense.

Title to Intellectual Property. The Each of the Company and its subsidiaries own owns, is licensed or possesses all inventionsotherwise has adequate rights to use Company technology (including, patent applicationswithout limitation, patentspatented, trademarks (both registered patentable and unregisteredunpatented inventions and unpatentable proprietary or confidential information, systems or procedures), trade namesdesigns, service namesprocesses, copyrightstrademarks, trade secrets secrets, know how, copyrights and other proprietary works of authorship, computer programs and technical data and information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”)) that are material to its business as currently conducted or as currently proposed to be conducted or to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has received any pending threat of or notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, (i) there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any material items of Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which that the Registration Statement or any Applicable and the Prospectus disclose is licensed to the Company or any of its subsidiariesCompany; (ii) to the knowledge of the Company and its subsidiaries, there is no infringement by third parties of any Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual PropertyProperty owned by, or licensed to, the Company and its subsidiaries, and the Company is unaware of any facts which that could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that (nor has the Company received any claim from a third party that) the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violate any patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is and its subsidiaries are unaware of any facts which that could form a reasonable basis for any such action, suit, proceeding or claim; (vi) to the knowledge of the Company and its subsidiaries, the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryand its subsidiaries, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, Company and its subsidiaries there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by the Company or its subsidiaries or that challenges the validity, enforceability or scope of any of the Intellectual PropertyProperty owned by the Company or its subsidiaries; and (viii) to the knowledge of the CompanyCompany and its subsidiaries, there is no prior art that forms a reasonable basis to may render any patent application within the Intellectual Property owned by the Company and its subsidiaries unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. Except as set forth in the Registration Statement 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.

Title to Intellectual Property. The Except as disclosed in the Registration Statement and the Prospectus, each of the Company and its subsidiaries own owns, is licensed or possesses all inventionsotherwise has adequate rights to use Company technology (including, patent applicationswithout limitation, patentspatented, trademarks (both registered patentable and unregisteredunpatented inventions and unpatentable proprietary or confidential information, systems or procedures), trade namesdesigns, service namesprocesses, copyrightstrademarks, trade secrets secrets, know how, copyrights and other proprietary works of authorship, computer programs and technical data and information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”)) that are material to its business as currently conducted or as currently proposed to be conducted or to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has received any threat of or notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, (i) there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any material items of Intellectual PropertyProperty owned by the Company or its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable and the Prospectus disclose is licensed to the Company or any of its subsidiariesCompany; (ii) to the knowledge of the Company, there is no infringement by third parties of any Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual PropertyProperty owned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual PropertyProperty owned by the Company and its subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that (nor has the Company received any claim from a third party that) the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violate any patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is and its subsidiaries are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryand its subsidiaries, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property owned by the Company or its subsidiaries or that challenges the validity, enforceability or scope of any of the Intellectual PropertyProperty owned by the Company or its subsidiaries; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to may render any patent application within the Intellectual Property owned by the Company or its subsidiaries unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. Except as set forth in the Registration Statement 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.

Title to Intellectual Property. The Except as disclosed in the Prospectus, the Company and its subsidiaries own owns, possesses, licenses or possesses has other rights to use all inventionspatents, patent applications, patentstrade and service marks, trademarks (both registered trade and unregistered)service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other proprietary information described in intellectual property that, to the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which knowledge of the Company, is necessary for the conduct of, or material to, its businesses of the Company’s business as currently conducted or as proposed to be now conducted (including the commercialization of products or services as described in the Registration Statement or any Applicable Prospectus as under development) (Prospectus, collectively, the “Company Intellectual Property”), and (i) there are no third parties who have orand, to the Company’s knowledge, will the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the Prospectus (exclusive of any supplement thereto) or except in each case as would not reasonably be able expected to establish have a material adverse effect on the Company: (a) there are no material rights of third parties to any material items of such Company Intellectual Property, except for, and ; (b) to the extent ofCompany’s knowledge, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no material infringement by third parties of any such Company Intellectual Property; (iiic) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ivd) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (ve) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (viif) to the knowledge of the Company’s knowledge, there is no U.S. patent or patent application that which contains claims that interfere dominate any Company Intellectual Property described in the Prospectus or that interferes under 35 U.S.C. §102(g) with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Company Intellectual Property; and (viiig) to the knowledge of the Company’s knowledge, there is no prior art of which the Company is aware that forms a reasonable basis to would render any U.S. patent application within held by the Intellectual Property unpatentable that Company invalid which has not been disclosed to the U.S. Patent and Trademark OfficeOffice (the “PTO”); and (h) the Company 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. To the Company’s knowledge, all patents and patent applications owned by the Company and filed with the PTO or any foreign or international patent authority (the “Company Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the PTO or any foreign or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company has complied with their duty of candor and disclosure to the PTO for the Company Patent Rights and, to the Company’s knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and disclosure to the PTO for the In-licensed Patent Rights.

Title to Intellectual Property. The Company and its subsidiaries own own, possess, are licensed to use or possesses have other sufficient legal rights to use all inventionspatents, patent applications, patentstrade and service marks, trademarks (both registered trade and unregistered)service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) intellectual property (collectively, the “Intellectual Property”)) necessary for the conduct of the Company’s business as presently conducted and as described in the in the Registration Statement, the Time of Sale Information and the Prospectus. Except as set forth in or contemplated in the in the Registration Statement, the Time of Sale Information and the Prospectus, (i) there are no rights of third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the such Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to owned by the Company or any of and its subsidiaries; (ii) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual PropertyProperty owned by the Company and its subsidiaries; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; and (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, and the Company is unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company owns, possesses or can acquire on reasonable terms sufficient rights to use all trademarks, service marks and its subsidiaries own or possesses all inventions, patent applications, patents, trademarks trade names (both registered and unregistered), trade domain names, service namescopyrights (both registered and unregistered), copyrightspatents (both issued and pending), inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus confidential information, systems or procedures), and software (collectively, "Intellectual Property") as being owned or licensed by it or which is necessary for the conduct of, or are used as a material to, part of its businesses as currently conducted or and as currently proposed to be conducted (including the commercialization of products or services described conducted. Except as otherwise disclosed in the Registration Statement or any Applicable Disclosure Package and the Prospectus as under development) (collectively, the “Intellectual Property”), and (i) there are no third parties who have orwho, to the Company’s 's knowledge, will be able to establish ownership rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which owned by the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiariesCompany; (ii) to the knowledge of the Company, there is no infringement material infringement, misappropriation or violation by third parties of any Intellectual PropertyProperty owned by the Company; (iii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others third parties against the Company challenging the Company’s or any of its subsidiaries’ 's rights in or to any Intellectual Property, and the Company is unaware of any facts which could that form a reasonable basis for any such action, suit, proceeding or claim; (iv) the Intellectual Property owned by the Company has not been adjudged invalid or unenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others third parties challenging the validity, enforceability or scope of any Intellectual PropertyProperty owned by the Company, and the Company is unaware of any facts which could that form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others third parties against the Company that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersIntellectual Property owned by third parties, and the Company is unaware of any facts which could that form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there no employee of the Company is no the subject of any claim or proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, nonsolicitation agreement, nondisclosure agreement or patent application that contains claims that interfere any restrictive covenant to or with a former employer where the basis of such violation relates to such employee's employment with the Company or actions undertaken by the employee while employed with the Company; (vii) the Company has not been notified of any inventorship challenges, and to the knowledge of the Company, an interference has not been declared or provoked with respect to the issued or pending claims of any of the patents or patent applications within the Intellectual Property or that challenges owned by the validity, enforceability or scope of any of the Intellectual PropertyCompany; and (viii) to the knowledge of the Company, there is no prior art or other material fact that forms a reasonable basis to would render unpatentable any patent application within the Intellectual Property unpatentable owned by the Company that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and each of its subsidiaries own owns or possesses adequate right to use all inventionspatents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses, formulae, customer lists, and know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential information, systems or licensed by it or which is procedures) necessary for the conduct of, or material to, its of their respective businesses as currently being conducted and as described in the Time of Sale Information and the Offering Memorandum and have no reason to believe that the conduct of their respective businesses does or as proposed will conflict with, and have not received any notice of any claim of conflict with, any such right of others. To the best of the Company’s and the Guarantors’ knowledge, all material technical information developed by and belonging to be conducted (including the commercialization Company which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the current products and services of the Company or those products and services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, Time of Sale Information and the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there Offering Memorandum. There is no infringement by third parties of any Intellectual Propertysuch intellectual property; (iii) there is no pending or, to the Company’s and the Guarantors’ knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ subsidiary’s rights in or to any Intellectual Propertysuch intellectual property, and the Company is and the Guarantors are unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s Guarantors’ knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe Guarantor infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is and the Guarantors are unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and its subsidiaries each own or possesses possess the right to use all inventionsmaterial patents, patent applicationsrights, patents, trademarks (both registered and unregistered)trademarks, trade names, service namesmarks and service names (including all goodwill associated with use of the same), copyrights, license rights, inventions, know-how (including trade secrets and other unpatented and unpatentable proprietary information described or confidential information, systems or procedures) and other technology and intellectual property rights, including the right to xxx for past, present and future infringement, misappropriation or dilution of any of the same (“Intellectual Property”) used by them in the Registration Statement or any Applicable Prospectus conduct of their business as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus (including “Company Intellectual Property”); provided that the commercialization of products or services foregoing representation is made only to the Company’s knowledge as it concerns third party patent rights and trademark rights. Except as described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyStatement, the “Intellectual Property”)Pricing Disclosure Package and the Prospectus, and (i) to the Company’s knowledge, there are no third parties who have or, to the Company’s knowledge, or will be able to establish rights to any material items of Company Intellectual Property, except for, and to for the extent of, the ownership retained rights of the owners of the Company Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by third parties others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property, and neither the Company nor any of its subsidiaries is aware of any Intellectual Propertyfacts which could form a reasonable basis for any such action, suit, proceeding or claim; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s validity, enforceability or scope of any of its subsidiaries’ rights in or to any Company Intellectual Property, and neither the Company nor any of its subsidiaries is unaware aware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging that the validity, enforceability Company or scope any of its subsidiaries infringes or misappropriates any Intellectual PropertyProperty or other proprietary rights of others, and neither the Company nor any of its subsidiaries is unaware aware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Company Intellectual Property; and (viiivi) to the knowledge Company’s knowledge, no Company Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the Companyrights of any persons. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Company Intellectual Property from their employees, there is consultants, agents and contractors. There are no prior art outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that forms are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a reasonable basis party to render or bound by any patent application within options, licenses or agreements with respect to the Intellectual Property unpatentable of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries, and no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries. The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not been disclosed limited to the U.S. Patent GNU General Public License, GNU Lesser General Public License and Trademark OfficeGNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open Source Materials. Except for the Company’s (i) contribution of the Gosu language under the Apache License (version 2.0) as described at xxxx://xxxx-xxxx.xxx, and (ii) making immaterial bug fixes or other immaterial modifications to Open Source Materials licensed under an existing open source license (in each case without subjecting any other products, services, software code, or technology owned by the Company or any of its subsidiaries to any open source license), neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (i) the Company or any of its subsidiaries to permit reverse-engineering of any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge.

Title to Intellectual Property. The Company owns, or has obtained valid and its subsidiaries own enforceable licenses for, or possesses all other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Statement, the Time of Sale Information and the Prospectus as either being owned or licensed by it or which is necessary for the conduct of, or material to, of its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) business (collectively, the “Intellectual Property”), except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in the Registration Statement, the Time of Sale Information and Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, (i) to the Company’s knowledge, there are no third parties who have or, to the Company’s knowledge, or will be able to establish ownership rights to any material items of Intellectual Property, except for, and to the extent of, for the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiariesCompany; (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claimclaim upon commercialization of the product candidates described in the Registration Statement, the Time of Sale Information and the Prospectus; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application known to the Company that contains claims that interfere with the issued or pending claims of any of the Intellectual Property Property; (vii) to the Company’s knowledge, no employee of the Company is in or that challenges the validity, enforceability or scope has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement with, or any restrictive covenant to, a former employer where the Intellectual Propertybasis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company; and (viii) to the knowledge of the Company’s knowledge, there is no prior art that forms a reasonable basis to may render any patent application within owned by the Company of the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Except as set forth in the Prospectus, the Company owns, has valid and its subsidiaries own enforceable licenses for or possesses all inventionsotherwise has adequate rights to use technology (including but not limited to patented, patent applicationspatentable and unpatented inventions and unpatentable proprietary or confidential information, patents, trademarks (both registered and unregisteredsystems or procedures), trade namesdesigns, service namesprocesses, copyrightstrademarks, trade secrets secrets, know how, copyrights and other proprietary works of authorship, computer programs and technical data and information described in (collectively, the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary “Intellectual Property”) that are material for the conduct of, or material to, of its businesses business as currently conducted or as currently proposed to be conducted (including upon the commercialization of products or services described in the Registration Statement Statement, the General Disclosure Package or any Applicable the Prospectus as under development) (collectively). Except as disclosed in the Registration Statement, the “Intellectual Property”)General Disclosure Package and the Prospectus, and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual PropertyProperty owned by, or licensed to, the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of its subsidiariesCompany; (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual PropertyProperty owned by, or licensed to, 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 or any of its subsidiaries’ rights in or to any Intellectual PropertyProperty owned by, or licensed to, the Company, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual PropertyProperty owned by, or licensed to, the Company, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that (nor has the Company or received any of its subsidiaries infringe claim from a third party that) the Company infringes or otherwise violateviolates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the General Disclosure Package or any Applicable the Prospectus as under development, infringe or violate, any patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, and, without having conducted any due inquiry (other than inquiry by the Company of its officers and outside patent counsel for the Company responsible for the Company’s patent matters), the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements that are material with respect to the Company or any subsidiary in-licensed Intellectual Property are in full force and effect; (vii) to the knowledge Company’s knowledge, without having conducted any due inquiry (other than inquiry by the Company of the Companyits officers), there is no third party patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property patents (A) owned by the Company or (B) licensed by the Company from any other third party ((A) and (B), collectively, the “Company Patents”) or that challenges the validity, enforceability or scope of any of the Intellectual PropertyCompany Patents; and (viii) to the Company’s knowledge of the Company, there is no prior art that forms a reasonable basis to may render any patent application within the Intellectual Property Company Patents unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (ix) the product candidates described in the Registration Statement, the General Disclosure Package or the Prospectus as under development by the Company fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company. Except as set forth in the General Disclosure Package and the Prospectus, the Company is 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 owned by, or licensed to, the Company, with respect to the use thereof or in connection with the conduct of its business or otherwise.

Title to Intellectual Property. The Except as disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (i) Company and its subsidiaries Controlled Entities own or possesses possess adequate rights to use all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrightsdomain names and other source indicators, copyrights and copyrightable works, inventions, know-how, trade secrets secrets, systems, procedures and other proprietary or confidential information described (collectively, “Intellectual Property”) used in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its of their respective businesses as currently conducted presently conducted, or as proposed to be conducted (including the commercialization in each of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyStatement, the “Intellectual Property”), Pricing Disclosure Package and the Prospectus; (iii) there are no third parties who have orthe Company and its Controlled Entities’ conduct of their respective businesses does not, to the Company’s knowledge, will be able to establish rights to infringe, misappropriate or otherwise violate any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or of any Applicable Prospectus disclose is licensed to person; (iii) the Company or and its Controlled Entities have not received any of its subsidiaries; (ii) there is no infringement by third parties written notice of any claim relating to Intellectual Property; (iiiiv) to the Company’s knowledge, the Intellectual Property of the Company and its Controlled Entities is not being infringed, misappropriated or otherwise violated by any person; (v) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ Controlled Entity’s rights in or to to, or the violation of any of the terms of, any of their Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivvi) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vvii) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe Controlled Entity infringes, misappropriates or otherwise violate, violates or would, upon the commercialization of conflicts with any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, others and the Company is unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; and (viviii) none of the Intellectual Property used by the Company and its subsidiaries have complied or the Controlled Entities in all material respects with the terms of each agreement pursuant to which Intellectual Property their businesses has been licensed obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation binding on the Company, any of the Controlled Entities in violation of the rights of any persons, except in each case covered by clauses (i) through (vii) above such as would not, if determined adversely to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the CompanyControlled Entities, there is no patent individually or patent application that contains claims that interfere with in the issued or pending claims of any of the Intellectual Property or that challenges the validityaggregate, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms have a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeMaterial Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own owns or possesses adequate rights to use all inventionspatents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential compounds, genes, information, systems or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentprocedures) (collectively, the “Intellectual Property”), and used in or necessary for the conduct of the Company’s current business. Except as set forth in the SEC Documents, (i) there are no rights of third parties who have or, to any such Intellectual Property except through licensing or cross-licensing agreements; (ii) to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement by third parties of any Intellectual Propertygranted patents that are necessary and material to the Company’s business as it is presently being conducted; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or any of its subsidiaries’ licensing rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, other than ordinary patent, trademark, service mxxx and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claimcopyright prosecution; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company; and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) the Company has taken all steps reasonably determined by the Company to the knowledge be necessary to perfect its ownership of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the and interest in such Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possesses can acquire on reasonable terms, all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information Intellectual Property necessary for the conduct of the Company’s business as now conducted or as described in the Registration Statement or any Applicable Statement, the Pricing Disclosure Package and the Prospectus to be conducted, except as being owned or licensed by it or which is necessary for the conduct ofsuch failure to own, possess, or material toacquire such rights would not result in a Material Adverse Effect. Furthermore, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under developmentA) (collectively, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivC) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; and (viE) to the Company’s knowledge, no employee of the Company and its subsidiaries have complied is in all material respects or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the terms basis of each agreement pursuant such violation relates to which Intellectual Property has been licensed to such employee’s employment with the Company or any subsidiary, and all such agreements that are material to actions undertaken by the Company or any subsidiary are in full force and effect; (vii) to the knowledge of employee while employed with the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the except as such violation would not result in a Material Adverse Effect. “Intellectual Property; ” shall mean all patents, patent applications, trade and (viii) to the knowledge of the Companyservice marks, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent trade and Trademark Officeservice xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own own, or possesses all have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”)) described in the Registration Statement, the Time of Sale Information and the Prospectus as being owned or licensed by them, used in, or necessary for the conduct of, their respective businesses as described in the Registration Statement, the Time of Sale Information and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect; and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual PropertyProperty that would have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such infringement, misappropriation or violation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any of its subsidiaries’ rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the rights in such actionIntellectual Property, suit, proceeding or claimin each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the validity, enforceability or scope of such actionIntellectual Property, suit, proceeding or claimin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or upon any of its subsidiaries infringe officers, directors or employees or otherwise violate, or would, upon in violation of the commercialization rights of any product persons; (vi) to the Company’s knowledge, there are no third parties who have or service will be able to establish rights to any Intellectual Property described in the Registration Statement or any Applicable Statement, the Time of Sale Information and the Prospectus as under development, infringe owned or violate, exclusively licensed by the Company or its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and third parties; (vii) the Company is unaware not a party to or bound by any options, licenses or other agreements, with respect to the Company’s or a third party’s Intellectual Property, that are required to be set forth in the Registration Statement, the Time of any facts which could form a reasonable basis for any such actionSale Information and the Prospectus, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied that are not described in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effecttherein; (viiviii) to the knowledge of the Company’s knowledge, there is no patent or patent application that contains claims that interfere (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 Intellectual Property or that challenges would a Material Adverse Effect on the validity, enforceability or scope of any of the Intellectual PropertyCompany; and (viiiix) to the knowledge of the Company’s knowledge, there is no prior art that forms a reasonable basis material to render any patent or patent application within owned or exclusively licensed by the Intellectual Property unpatentable Company that has not been disclosed to the U.S. Patent and Trademark OfficeOffice that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses, or possesses can acquire on reasonable terms, all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is Intellectual Property necessary for the conduct of, or material to, its businesses of the Company’s business as currently now conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement Disclosure Package and Final Memorandum to be conducted, except as such failure to own, possess, or any Applicable Prospectus as under developmentacquire such rights would not result in a Material Adverse Effect. Furthermore, (A) (collectively, the “Intellectual Property”), and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (iiiB) there is no pending or, to the knowledge of the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivC) the Intellectual Property owned by the Company, and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vD) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others others, for which the Company has been served or notified, that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any facts other fact which could would form a reasonable basis for any such action, suit, proceeding or claim; and (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (viiE) to the knowledge Company’s knowledge, no employee of the Company, there Company is no patent in or patent application that contains claims that interfere with the issued or pending claims has ever been in violation of any of the Intellectual Property or that challenges the validity, enforceability or scope term of any of the Intellectual Property; and (viii) to the knowledge of the Companyemployment contract, there is no prior art that forms a reasonable basis to render patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.restrictive

Title to Intellectual Property. The Company and its subsidiaries own or possesses possess adequate rights to use all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in or confidential information, systems or procedures) and other technology and intellectual property rights, including the Registration Statement right to xxx for past, present and future infringement, misappropriation or dilution of any Applicable Prospectus as being owned of the same used by them or licensed by it or which is necessary for the conduct of, or material to, its of their respective businesses as currently conducted or and as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Company Intellectual Property”), and the conduct of their respective businesses will not conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its Company Intellectual Property that would reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) to the Company’s knowledge, there are no third parties who have or, to the Company’s knowledge, or will be able to establish ownership rights or rights to use any material items of Company Intellectual Property, except for, and to for (A) the extent of, the ownership retained rights of the owners of the Company Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any its subsidiaries and (B) the rights of its subsidiaries; customers and channel partners to use Company Intellectual Property in the ordinary course, consistent with past practice, (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending orpending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iviii) 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 Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (viv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes or otherwise violate, or would, upon the commercialization of misappropriates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret intellectual property or other proprietary rights of others; (v) to the Company’s knowledge, no Company Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons, except, in the case of each of (i) through (v) above, where the outcome of which would not reasonably be expected to be material in light of all relevant facts and circumstances to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries have taken reasonable steps necessary to secure interests in the Company Intellectual Property developed by their employees, consultants, agents and contractors in the course of their service to the Company. There are no outstanding options, licenses or binding agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described in all material respects. The Company is unaware and its subsidiaries are not a party to or bound by any options, licenses or binding agreements with respect to any material intellectual property of any facts which could form other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described in all material respects. The Company and its subsidiaries have used all software and other materials distributed under a reasonable basis “free,” “open source,” or similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open Source Materials, except where the failure to comply would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. Neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (i) the Company or any of its subsidiaries to permit reverse engineering of any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for any the purpose of making derivative works, or (C) redistributed at no charge, except, in the case of each of (i) and (ii) above, such action, suit, proceeding or claim; (vi) as would not reasonably be expected to be material to the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms taken as a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officewhole.

Title to Intellectual Property. The Company and its subsidiaries own owns, possesses or possesses can acquire on reasonable terms all inventions, patent applications, patents, trademarks Intellectual Property (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information as defined below) used in the conduct of the business of the Company as described in the Registration Statement or any Applicable Statement, the Time of Sale Information and the Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently now conducted or as proposed to be conducted (including conducted, except where the commercialization of products failure to own, possess or services described be able to acquire such Intellectual Property could not, individually or in the Registration Statement or any Applicable Prospectus as under development) (collectivelyaggregate, the “Intellectual Property”)have a Material Adverse Effect, and (iA) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights knowledge of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) Company, there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual Property; (iiiB) there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any rights of its subsidiaries’ rights the Company in or to any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivC) the Intellectual Property owned by the Company and, to the knowledge of the Company, the Intellectual Property licensed to the Company have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; and (vD) except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe infringes, misappropriates or otherwise violate, or would, upon the commercialization of violates any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the . The term “Intellectual Property; ” as used herein means all patents, patent applications, trade and (viii) to the knowledge of the Companyservice marks, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent trade and Trademark Officeservice mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property.

Title to Intellectual Property. The Company and its subsidiaries own own, or possesses all have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”)) described in the Registration Statements, the Pricing Disclosure Package and the Prospectuses as being owned or licensed by them, used in, or necessary for the conduct of, their respective businesses as described in the Registration Statements, the Pricing Disclosure Package and the Prospectuses, except as would not reasonably be expected to have a Material Adverse Effect; and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement infringement, misappropriation or violation by third parties of any such Intellectual PropertyProperty that would have a Material Adverse Effect; (ii) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company or its subsidiaries infringe, misappropriate or otherwise violate any Intellectual Property rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any facts which would form a reasonable basis for a successful claim of such infringement, misappropriation or violation, in each case that would have a Material Adverse Effect; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any of its subsidiaries’ rights subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the rights in such actionIntellectual Property, suit, proceeding or claimin each case that would have a Material Adverse Effect; (iv) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which could it believes would form a reasonable basis for any a successful challenge to the validity, enforceability or scope of such actionIntellectual Property, suit, proceeding or claimin each case that would have a Material Adverse Effect; (v) there none of the technology employed by the Company has been obtained or is no pending being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or upon any of its subsidiaries infringe officers, directors or employees or otherwise violate, or would, upon in violation of the commercialization rights of any product persons; (vi) to the Company’s knowledge, there are no third parties who have or service will be able to establish rights to any Intellectual Property described in the Registration Statement Statements, the Pricing Disclosure Package and the Prospectuses as owned or exclusively licensed by the Company or its subsidiaries that would have a Material Adverse Effect except for licenses granted in writing by the Company or its subsidiaries to any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and third parties ; (vii) the Company is unaware of not a party to or bound by any facts which could form options, licenses or other agreements, with respect to the Company’s or a reasonable basis for any such actionthird party’s Intellectual Property, suitthat are required to be set forth in the Registration Statements, proceeding or claim; (vi) the Company Pricing Disclosure Package and its subsidiaries have complied the Prospectuses, and that are not described in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effecttherein; (viiviii) to the knowledge of the Company’s knowledge, there is no patent or patent application that contains claims that interfere (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 Intellectual Property or that challenges would a Material Adverse Effect on the validity, enforceability or scope of any of the Intellectual PropertyCompany; and (viiiix) to the knowledge of the Company’s knowledge, there is no prior art that forms a reasonable basis material to render any patent or patent application within owned or exclusively licensed by the Intellectual Property unpatentable Company that has not been disclosed to the U.S. Patent and Trademark OfficeOffice that would have a Material Adverse Effect.

Title to Intellectual Property. The Company and its subsidiaries own or possesses possess adequate rights to use all inventionsmaterial patents, patent applications, patentsinventions, trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrations, service namesmxxx registrations and other source indicators, copyrightscopyrights and copyrightable works, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential information, systems or licensed by it or which is procedures) (collectively, “Intellectual Property”) necessary for the conduct of, or material to, its of their respective businesses as currently conducted or and as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyconducted, the “Intellectual Property”), and (i) there are no third parties who have orand, to the knowledge of the Company’s knowledge, the conduct of their respective businesses has not, does not and will be able to establish rights to not conflict in any material items of Intellectual Property, except for, and to the extent of, the ownership respect with any such rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there others. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by (and the Company and its subsidiaries have not received in the past three (3) years any notice of any claim) of infringement, misappropriation or conflict with any such rights of others in connection with their Intellectual Property, or challenging the Company’s ownership, validity or any of its subsidiaries’ rights scope thereof, which could reasonably be expected to result in or to any Intellectual Propertya Material Adverse Effect, and the Company is unaware of or any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to . To the Company’s knowledge, threatened actionno third party is infringing, suit, proceeding misappropriating or claim by others challenging the validity, enforceability or scope of any otherwise using its Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to Property in conflict with the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of therein. To the Company, ’s knowledge (i) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viiiii) to the knowledge of the Company, there is no material prior art that forms a reasonable basis to may render any patent application within owned by the Intellectual Property Company or its subsidiaries unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. The Company and its subsidiaries take all reasonable actions to maintain and protect their material Intellectual Property.

Title to Intellectual Property. The Company and its subsidiaries own or possesses possess adequate rights to use all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information or confidential information, systems or procedures) (collectively, “Intellectual Property”) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement or conflict with any such rights of others. Except as described in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for Statement, Time of Sale Information and the conduct ofProspectus, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”), and (i) to the Company’s knowledge there are no third parties who have or, to the Company’s knowledge, or will be able to establish rights to any Intellectual Property that is material items of Intellectual Propertyto the Company, except for, and to for the extent of, the ownership retained rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiariesCompany; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there is no pending orpending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iviii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (viv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, misappropriates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, others and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; and (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (viiv) to the knowledge of the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office.

Title to Intellectual Property. The Company and its subsidiaries own owns, or possesses valid and enforceable licensed rights to use, all inventionsmaterial patents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential information, systems or licensed by it or which is procedures) necessary for the conduct of, or material to, of its businesses business as currently conducted or and as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”), and, to the Company’s knowledge, the conduct of its business does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company has not received any notice of any claim of infringement, misappropriation with any intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. To the Company’s knowledge: (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership for customary reversionary rights of the owners of the third-party licensors with respect to Intellectual Property which that is disclosed in the Registration Statement SEC Reports as owned by or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property; (iii) there . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivB) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; or (vC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company or any of its subsidiaries infringe infringes, misappropriates, or otherwise violateviolates, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus SEC Reports as under development, infringe infringe, misappropriate, or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary intellectual property rights of others, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vi) the . The Company and its subsidiaries have has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of . To the Company’s knowledge, there is are no patent or patent application that contains claims that interfere with the issued or pending claims of material defects in any of the patents or patent applications included in the Intellectual Property. The Company has 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 or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or that challenges technology (including information technology and outsourced arrangements) employed by the validity, enforceability Company has been obtained or scope is being used by the Company in violation of any contractual obligation binding on the Company or any of its officers, directors or employees or otherwise in violation of the Intellectual Property; and (viii) to the knowledge rights of the Company, there is no prior art that forms a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Officepersons.

Title to Intellectual Property. The Company and its subsidiaries own or possesses all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described Except as set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus, the Company owns, has valid and enforceable licenses for or any Applicable Prospectus as being owned otherwise has adequate rights to use technology (including but not limited to patented, patentable and unpatented inventions and unpatentable proprietary or licensed by it confidential information, systems or which is necessary for procedures), designs, processes, trademarks, trade secrets, know how, copyrights and other works of authorship, computer programs and technical data and information (collectively, the conduct of, “Intellectual Property”) that are or could reasonably be expected to be material to, to its businesses business as currently conducted or as proposed to be conducted (including upon the commercialization of products or services described in the Registration Statement Statement, the General Disclosure Package or any Applicable the Prospectus as under development) (collectivelyor to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company. Except as disclosed in the Registration Statement, the “Intellectual Property”)General Disclosure Package and the Prospectus, and (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement or any Applicable Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of its subsidiaries; Company, (ii) there is no infringement by third parties of any Intellectual Property; , (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; , (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; , (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that (nor has the Company or received any of its subsidiaries infringe claim from a third party that) the Company infringes or otherwise violateviolates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the General Disclosure Package or any Applicable the Prospectus as under development, infringe or violate, any patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; , (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements that are material to the Company or any subsidiary are in full force and effect; , (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms a reasonable basis to may render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office, and (ix) the product candidates described in the Registration Statement, the General Disclosure Package or the Prospectus as under development by the Company fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company is 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.

Title to Intellectual Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or possesses possess adequate rights to use all inventionspatents, patent applications, patentstrademarks, trademarks (both registered and unregistered)service marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary information described in the Registration Statement or any Applicable Prospectus as being owned confidential information, systems or licensed by it or which is procedures) (collectively, “Intellectual Property Rights”) necessary for the conduct ofof the Company’s and its subsidiaries’ business, or material totaken as a whole, its businesses as currently conducted conducted, except where the failure to so own or possess would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as proposed to be conducted (including the commercialization of products or services described disclosed in the Registration Statement or any Applicable Prospectus as under development) (collectivelyStatement, the “Intellectual Property”), Pricing Disclosure Package and the Prospectus (iA) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights no third party possesses any right to any material items of Intellectual Property, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which Rights owned by the Registration Statement Company or its subsidiaries (other than Intellectual Property Rights licensed by the Company or its subsidiaries in the ordinary course of their respective businesses ); (B) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any Applicable Prospectus disclose is event that with notice or the passage of time would constitute any of the foregoing, (x) by the Company or its subsidiaries of any of the Intellectual Property Rights of others or (y) to the Company’s knowledge, by third parties of any of the Intellectual Property Rights of the Company or its subsidiaries (other than Intellectual Property Rights licensed to the Company or any its subsidiaries in the ordinary course of its subsidiariestheir respective businesses from third parties); (ii) there is no infringement by third parties of any Intellectual Property; (iiiC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in in, to or to any Intellectual Propertyunder, and or the Company is unaware violation of any facts which could form a reasonable basis for of the terms of, any such action, suit, proceeding or claimof their Intellectual Property Rights; (ivD) 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, and Property Rights owned by the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claimits subsidiaries; (vE) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe subsidiaries’ infringed, misappropriated or otherwise violate, violated or would, upon the commercialization of conflicted with any product or service described in the Registration Statement or any Applicable Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property Rights or other proprietary rights of others, ; and (F) none of the Intellectual Property Rights used by the Company or its subsidiaries in their businesses has been obtained or is unaware being used by the Company or its subsidiaries in violation of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to contractual obligation binding on the Company or any subsidiaryof its subsidiaries, and all such agreements that are material except in each case covered by clauses (A) — (F) as would not, individually or in the aggregate, reasonably be expected to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company, there is no prior art that forms have a reasonable basis to render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeMaterial Adverse Effect.

Title to Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries own the Subsidiaries own, or possesses all have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, know-how (including trade secrets secrets, and other unpatented and/or unpatentable proprietary information information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the Registration Statement or any Applicable Statement, the General Disclosure Package and the Prospectus as being owned or licensed by it in the Registration Statement, General Disclosure Package and the Prospectus, the Company owns, or which is has obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services and as described in the Registration Statement or any Applicable Prospectus as under development) (collectivelyStatement, the “Intellectual Property”), General Disclosure Package and (i) the Prospectus except where the failure to obtain or hold would not reasonably be expected to result in a Material Adverse Effect; there are is no third parties who have pending or, to the Company’s knowledge, will be able threatened action, suit, proceeding or written claim by others that the Company infringes, misappropriates 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 otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to establish rights the Company’s knowledge, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to any material items or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, except for, and or obligation not to the extent of, the ownership use third-party Intellectual Property or other proprietary rights on behalf of the owners of the Intellectual Property Company, except for violations which the Registration Statement or any Applicable Prospectus disclose is licensed would not reasonably be expected to the Company or any of its subsidiaries; (ii) there is no infringement by third parties of any Intellectual Property; (iii) there result in a Material Adverse Event. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such actionclaim, suitexcept as described in the Registration Statement, proceeding or claimthe General Disclosure Package and the Prospectus; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringe or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable 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 facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) to the knowledge of the Company, there is no patent or patent application that contains claims that dominate, may dominate or interfere (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 Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; and (viii) to the knowledge of the Company’s knowledge, there is no prior art that forms a reasonable basis material to render any patent or patent application within of the Intellectual Property that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark OfficeOffice (“USPTO”).

Title to Intellectual Property. Except as disclosed in the SEC Reports, the Company and its subsidiaries own, or possess valid and enforceable licensed rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed in the SEC Reports to be conducted (collectively, “Intellectual Property”). The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company and its subsidiaries own have not received any notice of any claim of infringement, misappropriation or possesses all inventionsconflict with any intellectual property rights of another, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. Except as disclosed in the Registration Statement or any Applicable Prospectus as being owned or licensed by it or which is necessary for SEC Reports, to the conduct of, or material to, its businesses as currently conducted or as proposed to be conducted (including the commercialization of products or services described in the Registration Statement or any Applicable Prospectus as under development) (collectively, the “Intellectual Property”), and Company’s Knowledge: (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any material items of Intellectual Property, except for, and to the extent of, the ownership for customary reversionary rights of the owners of the third-party licensors with respect to Intellectual Property which that is disclosed in the Registration Statement SEC Reports as owned by or any Applicable Prospectus disclose is licensed to the Company or any of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property; (iii) . Except as disclosed in the SEC Reports, there is no pending or, to the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (ivB) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; or (vC) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others asserting that the Company or any of its subsidiaries infringe infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement or any Applicable Prospectus SEC Reports as under development, infringe infringe, misappropriate, or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary intellectual property rights of others, and the Company is unaware of any facts which could would form a reasonable basis for any such action, suit, proceeding or claim; (vi) the . The Company and its subsidiaries have complied in all material respects with the terms of each agreement in all material respects pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryits subsidiaries, and all such agreements that are material to the Company or any subsidiary are in full force and effect; (vii) . To the Company’s Knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The patents and patent applications included in the Intellectual Property are subsisting and have not lapsed and the patent applications in the Intellectual Property are subsisting and have not been abandoned. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including having a policy to execute appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the knowledge Company’s Knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s Knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the Company, there is no -owned United States patents and patent or patent application that contains claims that interfere with the issued or pending claims of any of applications included in the Intellectual Property or that challenges have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with for the validity, enforceability or scope of any of Company-owned foreign patents and patent applications included in the Intellectual Property; and (viii) to . To the knowledge Company’s Knowledge, none of the Company-owned Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any material contractual obligation binding on the Company or its subsidiaries or any of their respective officers, there is no prior art that forms a reasonable basis to render any patent application directors or employees. The product candidates described in the SEC Reports as under development by the Company or its subsidiaries fall within the Intellectual Property unpatentable that has not been disclosed to scope of the U.S. Patent and Trademark Officeclaims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries.