Common use of Intellectual Property Rights Clause in Contracts

Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to ; and the extent such failure to own, possess or have other rights to use expected expiration of any of such Intellectual Property Rights would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the The Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the . The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none . None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of their respective officers, directors or employees or otherwise in violation of the rights of any persons; and (iv) the . The Company is not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights. The Company has taken reasonable and customary actions to protect its rights in confidential information and trade secrets and to protect any confidential information provided to it by any other person.

Intellectual Property Rights. The Company Each of the Company, its Subsidiaries and the Consolidated Affiliated Entities owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) neither the Company nor any Subsidiary or Consolidated Affiliated Entity has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is Company, its Subsidiaries and the Consolidated Affiliated Entities are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company Company, its Subsidiaries or the Consolidated Affiliated Entities has been obtained or is being used by the Company Company, its Subsidiaries or the Consolidated Affiliated Entities in violation of any contractual obligation binding on the Company Company, the Subsidiaries or the Consolidated Affiliated Entities or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) neither the Company Company, nor any Subsidiary or Consolidated Affiliated Entity is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights, except, in the case of the foregoing clauses (i) to (iv), where the situations would not reasonably be expected to have, individually or in aggregate, a Material Adverse Effect.

Intellectual Property Rights. The Company owns, possesses possesses, or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals approvals, and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) 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, to the Company’s knowledge, or in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Except as set forth in Schedule 3(x), the Company ownsand its Subsidiaries own or possess adequate rights or licenses to use (A) patents (and any renewals and extensions thereof), possesses or licensespatent rights (and any applications therefor), rights of priority and other rights in inventions; (B) trademarks, service marks, trade names and trade dress, and otherwise has legally enforceable all registrations and applications therefor and all legal and common-law equivalents of any of the foregoing; (C) copyrights and rights in mask works (and any applications or registrations for the foregoing, and all renewals and extensions thereof), common-law copyrights and rights of authorship including all rights to use exploit any of the foregoing in any media and by any manner and means now known or hereafter devised; (D) industrial design rights, and all patentsregistrations and applications therefor; (E) rights in data, patent applicationscollections of data and databases, trademarksand all legal or common-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets, trade names, copyrights, domain names, licenses, approvals proprietary information and trade secrets know-how (collectively, “"Intellectual Property Rights”) reasonably necessary "), collectively with all licenses and other agreements providing the Company or its Subsidiaries the Intellectual Property Rights material to conduct its business the operation of their businesses as now conducted or, otherwise, and as disclosed described in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse ChangeSEC Documents. Except as otherwise disclosed set forth in Schedule 3(x), none of the Registration StatementCompany or any of its Subsidiaries has knowledge that any of them has infringed on any of the Intellectual Property Rights of any Person or has knowledge that the Company or any of its Subsidiaries is infringing on any of the Intellectual Property Rights of any Person. There is no action, suit, hearing, claim, notice of violation, arbitration or other proceeding, hearing or investigation that is pending, or to the Company's knowledge, is threatened against, the Disclosure Package Company regarding the infringement of any of the Intellectual Property Rights. The Company is not, to its knowledge, making unauthorized use of any confidential information or trade secrets of any third party, and the Prospectus: (i) the Company has not received any written notice of any asserted infringement or conflict (nor is the Company aware of any reasonable basis for any third party asserting an infringement) by the Company of, any rights of a third party with asserted respect to any Intellectual Property Rights that if proven would have a Material Adverse Effect. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights all of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any their Intellectual Property Rights.

Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, or as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus; ”), except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of their respective officers, directors or employees or otherwise in violation of the rights of any persons; and (ivpersons;(iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. (a) The Company ownsand its Subsidiaries own, possesses or licenses, and otherwise has legally enforceable have sufficient rights to use and otherwise exercise and exploit and license, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, domain nameslicenses and other similar rights necessary or material for use in connection with (or otherwise used or anticipated to be used in) their respective businesses as currently being conducted as described in the SEC Documents, licenses, approvals as previously conducted and trade secrets as proposed to be conducted (collectively, the “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus), except to where the extent such failure to own, possess own or have other rights to use license such Intellectual Property Rights would not not, individually or in the aggregate, be expected reasonably likely to result in have a Material Adverse ChangeEffect. Except as otherwise disclosed set forth in the Registration StatementSEC Documents, neither the Disclosure Package and the Prospectus: Company nor any Subsidiary has received any notice (iincluding any offer of a license) that any past, current or proposed activity of (or any Intellectual Property Rights used, exploited or exercised by) the Company or any Subsidiary may violate or infringe upon the rights of any Person and neither has not received any written reason to anticipate that any such notice may be forthcoming (or that there is or may be any basis therefor). Except as set forth in the SEC Documents, to the knowledge of infringement or conflict with asserted Intellectual Property Rights the Company, all of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights are enforceable and there is no existing or expected infringement (or challenge) by another Person of (or to) any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) 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 Intellectual Property Rights. To the Company’s knowledge, in violation no present or former employee, officer or director of the rights Company or any of any persons; and (iv) its Subsidiaries, or agent or outside contractor of the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental departmentof its Subsidiaries, commissionholds any right, boardtitle or interest, bureaudirectly or indirectly, agency in whole or instrumentalityin part, in or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights, except those formally assigned or transferred to the Company by such employees. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company, except those formally assigned or transferred to the Company by such employees.

Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (ivpersons;(iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company owns, possesses possesses, or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals approvals, and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not not, individually or in the aggregate, be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) 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, to the Company’s knowledge, or in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Company ownsExcept for violations, possesses breaches, or licensesdefaults which would not, individually or in the aggregate, have a Material Adverse Effect, and to the knowledge of the Parent, (a) the Parent or Parent Subsidiary owns or is validly licensed or otherwise has legally enforceable rights the right to use, all Intellectual Property Rights used or held for use by the Parent or Parent Subsidiary and all goodwill associated therewith in the same manner in which any such Intellectual Property Right have been or is now being used, (b) the Parent or Parent Subsidiary has not infringed upon, misappropriated or otherwise violated any Intellectual Property Right or other proprietary information of any other person, (c) there is no claim, demand or proceeding pending or threatened, that pertains to or challenges the right of the Parent or Parent Subsidiary to use all patentsany of the Intellectual Property Rights (including any claim that the Parent or Parent Subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other person), patent applications(d) the Parent or Parent Subsidiary has not granted any license or other right and has no obligation to grant any other license or other right with respect thereto, trademarks(e) no other person has infringed upon, trade namesmisappropriated or otherwise violated any Intellectual Property Right of the Parent or any Parent Subsidiary, copyrights(f) the Parent or Parent Subsidiary is the licensee under fully paid, domain names, licenses, approvals and trade secrets (collectively, “enforceable licenses that govern its use of software in which any third party has Intellectual Property Rights”, (g) reasonably necessary to conduct its business as now conducted oreach of such licenses remains in full force and effect, otherwise(h) the Parent or Parent Subsidiary has not breached any such license, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company Parent or Parent Subsidiary has not received any written notice paid all amounts that have heretofore become due and payable in respect of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rightssuch licenses.

Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) to the Company’s knowledge, the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) 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, to the Company’s knowledge, in violation of the rights of any persons; and (iv) to the Company’s knowledge, the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Each of the Company and its Subsidiaries owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has and its Subsidiaries have not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is and its Subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company and its Subsidiaries has been obtained or is being used by the Company and its Subsidiaries in violation of any contractual obligation binding on the Company and its Subsidiaries or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is and its Subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it either a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its the use of any Intellectual Property Rights.

Intellectual Property Rights. The To the knowledge of the Company, the Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Each of the Company and its Subsidiaries owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) neither the Company nor any Subsidiary has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is and its Subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company or its Subsidiaries has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or the Subsidiaries or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) neither the Company nor any Subsidiary is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Company ownsand its Subsidiaries own, possesses possess or licenseshave been authorized to use, and otherwise has legally enforceable rights to use all or can acquire on reasonable terms, sufficient patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to and the extent such failure to own, possess or have other rights to use expected expiration of any such Intellectual Property Rights would not be expected to result in a Material Adverse ChangeEffect. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of material infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the material technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights, except in each case covered by clauses (i) to (iii) such as would not result in a Material Adverse Effect.

Intellectual Property Rights. The Each of the Company and its Subsidiaries owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) neither the Company nor any of its Subsidiaries has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) neither the Company nor any of its Subsidiaries is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company or the Subsidiaries has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) neither the Company nor any of its Subsidiaries is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into into, nor is it a party to any any, agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Each of the Company owns, possesses and its subsidiaries own or licenses, and otherwise has legally enforceable rights possess the right to use all patents, patent applications, sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals and approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business their businesses as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectusconducted, except to the extent as such failure to own, possess or have other rights the right to use or acquire such rights would not have a Material Adverse Change and the expected expiration of any of such Intellectual Property Rights would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) , none of the Company or any of its subsidiaries has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) , which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change. None of the Company or any of its subsidiaries is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth described in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none . None of the technology employed Intellectual Property Rights owned by the Company has or any of its subsidiaries have been obtained or is are being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company Company, any of its subsidiaries or, to the Company’s knowledge, any of their respective officers, directors or employees or otherwise in violation of the rights of any persons; and (iv) , except where such violations would not, individually or in the Company is not subject to any judgmentaggregate, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it result in a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property RightsMaterial Adverse Change.

Intellectual Property Rights. The Company owns, possesses and its subsidiaries own or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, possess those trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals and approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business their businesses as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, conducted; except for such failures to the extent such failure to own, own or possess or have other rights to use such Intellectual Property Rights as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; and the expected expiration of any of such Intellectual Property Rights would not reasonably be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) Neither the Company nor any of its subsidiaries has not received received, or has any written reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) , which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Change. The Company is not a party to or bound by any material options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus Offering Memorandum and are not described in all material respects; (iii) none therein. 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, to the Company’s knowledge, any of its or its subsidiaries’ officers, directors or employees or otherwise in violation of the rights of any persons; and (iv) , except for any such violations as would not, individually or in the Company is not subject to any judgmentaggregate, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it result in a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property RightsMaterial Adverse Change.

Intellectual Property Rights. The To the extent applicable, the Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons, except for such violation as would not have a Material Adverse Effect; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company owns, possesses possesses, or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals approvals, and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) 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, to the Company’s knowledge, or in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. (a) The Company ownsand its Subsidiaries own, possesses or licenses, and otherwise has legally enforceable have sufficient rights to use and otherwise exercise and exploit and license, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, domain nameslicenses and other similar rights necessary or material for use in connection with their respective businesses as currently being conducted as described in the SEC Documents, licenses, approvals as previously conducted and trade secrets as proposed to be conducted in the SEC Documents (collectively, “the "Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus"), except to where the extent such failure to own, possess own or have other rights to use license such Intellectual Property Rights would not not, individually or in the aggregate, be expected reasonably likely to result in have a Material Adverse ChangeEffect. Except as otherwise disclosed set forth in the Registration StatementSEC Documents, neither the Disclosure Package and the Prospectus: Company nor any Subsidiary has received any notice (iincluding any offer of a license) that any past, current or proposed activity of (or any Intellectual Property Rights used, exploited or exercised by) the Company or any Subsidiary may violate or infringe upon the rights of any Person and neither has not received any written reason to anticipate that any such notice may be forthcoming (or that there is or may be any basis therefor). Except as set forth in the SEC Documents, to the knowledge of infringement or conflict with asserted Intellectual Property Rights the Company, all of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights are enforceable and there is no existing or expected material infringement (or challenge) by another Person of (or to) any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by Intellectual Property Rights. To the Company's knowledge, no present or former employee, officer or director of the Company has been obtained or is being used by any of its Subsidiaries, or agent or outside contractor of the Company in violation or any of its Subsidiaries, holds any contractual obligation binding on the Company orright, to the Company’s knowledgetitle or interest, directly or indirectly, in violation of the rights of any persons; and (iv) the Company is not subject whole or in part, in or to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights, except those formally assigned or transferred to the Company by such employees. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company, except those formally assigned or transferred to the Company by such employees.

Intellectual Property Rights. The Each of the Company and the Subsidiaries owns, possesses or licensesis licensed under, and otherwise has legally enforceable rights the right to use use, all patents, patent applicationsrights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, trade names, copyrightsservice marks, domain names, licenses, approvals names and trade secrets names (collectively, “Intellectual Property RightsProperty”) reasonably necessary to for the conduct of its business as now conducted or, otherwisebusinesses and, as disclosed in of the Registration Statementapplicable Closing Date, the Disclosure Package Intellectual Property will be free and clear of all Liens, other than those that do not materially interfere with the use made and proposed to be made of such property by the Company and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse ChangeSubsidiaries. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the The Company is not a party to to, or bound by by, any options, licenses or agreements with respect to the Intellectual Property Rights intellectual property rights of any other person or entity that are required necessary to be set forth described in the Registration Statement, Disclosure Package and Time of Sale Document or the Prospectus Final Offering Memorandum to avoid a material misstatement or omission and are not described in all material respects; (iii) none therein. No claims or notices of any potential claim have been asserted by any person challenging the technology employed use of any such Intellectual Property by the Company or any of the Subsidiaries or questioning the validity or effectiveness of any Intellectual Property or any license or agreement related thereto, other than any claims that, if successful, would not, individually or in the aggregate, have a Material Adverse Effect. None of the intellectual property used by the Company or any of the Subsidiaries has been obtained or is being hereby used by the Company or any of the Subsidiaries in violation of any contractual obligation binding on the Company or any of the Subsidiaries or, to the Company’s Company or any of the Subsidiaries’ knowledge, its officers, directors or employees or otherwise in violation of the rights of any persons; and (iv) person, except as would not, individually or in the Company is not subject to any judgmentaggregate, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it have a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property RightsMaterial Adverse Effect.

Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus; “), except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of their respective officers, directors or employees or otherwise in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Company ownsand its Subsidiary solely own, possesses or licenses, and otherwise has legally enforceable have sufficient rights to use and otherwise exercise and exploit and license, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, domain nameslicenses and other similar rights necessary or material for use in connection with (or otherwise used or anticipated to be used in) their respective businesses as currently being conducted as described in the SEC Documents, licenses, approvals as previously conducted and trade secrets as proposed to be conducted (collectively, the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received any notice (including any offer of a license) reasonably necessary to conduct its business as now conducted orthat any past, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess current or have other rights to use such proposed activity of (or any Intellectual Property would not Rights used, exploited or exercised by) the Company or any Subsidiary may violate or infringe upon the rights of any Person and neither has any reason to anticipate that any such notice may be expected to result in a Material Adverse Changeforthcoming (or that there is or may be any basis therefor). Except as otherwise disclosed set forth in the Registration StatementSEC Documents, to the Disclosure Package and knowledge of the Prospectus: (i) Company, all the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights are enforceable and there is no existing or expected infringement (or challenge) by another Person of others; (iior to) any of the Intellectual Property Rights. All current employees and consultants of the Company or its Subsidiary have enforceable agreements assigning to the Company or its Subsidiary all intellectual property and related rights that may arise (have arisen) or be (or have been) used in connection with any activities of such person or entity for or on behalf of the Company or its Subsidiary. There is not a party (and is not expected to be) any breach or bound by basis for termination or diminution of rights under or with respect to any options, licenses agreement or agreements understanding with respect to the current Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) 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 Rights. To the Company’s knowledge, in violation of the rights of any persons; all persons who have had access to Company trade secrets or confidential information have signed a customary non-disclosure and (iv) the Company is non-use agreement not subject to any judgment, order, writ, injunction containing a “residuals” clause or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rightssimilar provision.

Intellectual Property Rights. The Each of ev3 LLC, the Company owns, possesses and their respective subsidiaries own or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, possess sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals and approvals, trade secrets and other similar rights (collectively, “"Intellectual Property Rights”") reasonably necessary to conduct its business their businesses as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectusconducted, except to the extent as such failure to own, possess or acquire such rights would not have other rights to use a Material Adverse Change and the expected expiration of any of such Intellectual Property Rights would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration StatementProspectus, none of ev3 LLC, the Disclosure Package and the Prospectus: (i) the Company or any of their respective subsidiaries has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) , which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change. None of ev3 LLC, the Company or any of their respective subsidiaries is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth described in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none . None of the technology employed Intellectual Property Rights owned by ev3 LLC, the Company has or any of their respective subsidiaries have been obtained or is are being used by ev3 LLC, the Company or any of their respective subsidiaries in violation of any contractual obligation binding on ev3 LLC, the Company Company, any of their respective subsidiaries or, to ev3 LLC's or the Company’s 's knowledge, any of their respective officers, directors or employees or otherwise in violation of the rights of any persons; and (iv) , except where such violations would not, individually or in the Company is not subject to any judgmentaggregate, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it result in a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property RightsMaterial Adverse Change.

Intellectual Property Rights. The Each of the Company and its Subsidiaries owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has and its Subsidiaries have not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is and its Subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company and its Subsidiaries has been obtained or is being used by the Company and its Subsidiaries in violation of any contractual obligation binding on the Company and its Subsidiaries or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is and its Subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

Intellectual Property Rights. The Company owns, possesses owns or licenseshas the unrestricted right to use, and otherwise has legally enforceable rights to use the Disclosure Schedule contains a detailed listing of, all patents, patent applications, patent rights, registered and unregistered trademarks, trade namestrademark applications, tradenames, service marks, service xxxx applications, copyrights, internet domain namesnames or URLs (including, licenseswithout limitation, approvals XXXXXXXXXX.XXX), computer programs and other computer software, inventions, know-how, trade secrets secrets, technology, proprietary processes, trade dress, software and formulae (collectively, “Intellectual Property Rights”"INTELLECTUAL PROPERTY RIGHTS") reasonably used in, or necessary to conduct for, the operation of its business as now currently conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except or proposed to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Changeconducted. Except as otherwise disclosed in set forth on the Registration StatementDisclosure Schedule, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice use of infringement or conflict with asserted all Intellectual Property Rights necessary or required for the conduct of others; (ii) the business of the Company is as presently conducted and as proposed to be conducted does not a party to infringe or bound by any options, licenses or agreements with respect to violate the Intellectual Property Rights of any other person or entity. Except as described on the Disclosure Schedule: (a) the Company does not own or use any Intellectual Property Rights pursuant to any written license agreement; (b) the Company has not granted any person or entity that are required any rights, pursuant to be set forth in a written license agreement or otherwise, to use the Registration StatementIntellectual Property Rights; and (c) the Company owns, Disclosure Package has unrestricted right to use and the Prospectus has sole and are not described in exclusive possession of and has good and valid title to, all material respects; (iii) none of the technology employed by Intellectual Property Rights, free and clear of all Liens and Encumbrances. All license agreements relating to Intellectual Property Rights are binding and there is not, under any of such licenses, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default, or would constitute a basis for a claim on non-performance) on the Company has been obtained or is being used by the Company in violation part of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation knowledge of the rights of Company, any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a other party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rightsthereto.

Intellectual Property Rights. The Company owns, possesses and its subsidiaries own or licenses, and otherwise has legally enforceable rights have the right to use all patentsintellectual property and other proprietary rights, patent applications, including all trademarks, trade names, service marks, patent rights, copyrights, domain names, licenses, approvals and approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business their businesses as now conducted orconducted. All material Intellectual Property Rights of the Company and its subsidiaries are subsisting and have not been adjudged invalid or unenforceable by any court or governmental authority, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent expiration of any such failure to own, possess or have other rights to use such registered Intellectual Property Rights owned or licensed by the Company or its subsidiaries would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) Neither the Company nor any of its subsidiaries has not received any written notice since December 31, 2007 of infringement of or conflict with any asserted Intellectual Property Rights of others; (ii) the . The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none therein. To the knowledge of the technology Company, the conduct of the businesses of the Company and its subsidiaries does not infringe, dilute, misappropriate, or otherwise violate any Intellectual Property Rights of any third party. None of the Intellectual Property Rights 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, to the Company’s knowledge, any of its or its subsidiaries’ officers, directors or employees or otherwise in violation of the rights of any persons; and (iv) , except for such violations as would not, individually or in the Company is not subject to any judgmentaggregate, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it result in a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property RightsMaterial Adverse Change.

Intellectual Property Rights. (a) The Company ownsand its Subsidiaries own, possesses or licenses, and otherwise has legally enforceable have sufficient rights to use and otherwise exercise and exploit and license, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, domain nameslicenses and other similar rights necessary or material for use in connection with their respective businesses as currently being conducted as described in the SEC Documents, licenses, approvals as previously conducted and trade secrets as proposed to be conducted in the SEC Documents (collectively, the “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus), except to where the extent such failure to own, possess own or have other rights to use license such Intellectual Property Rights would not not, individually or in the aggregate, be expected reasonably likely to result in have a Material Adverse ChangeEffect. Except as otherwise disclosed set forth in the Registration StatementSEC Documents, neither the Disclosure Package and the Prospectus: Company nor any Subsidiary has received any notice (iincluding any offer of a license) that any past, current or proposed activity of (or any Intellectual Property Rights used, exploited or exercised by) the Company or any Subsidiary may violate or infringe upon the rights of any Person and neither has not received any written reason to anticipate that any such notice may be forthcoming (or that there is or may be any basis therefor). Except as set forth in the SEC Documents, to the knowledge of infringement or conflict with asserted Intellectual Property Rights the Company, all of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights are enforceable and there is no existing or expected material infringement (or challenge) by another Person of (or to) any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) 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 Intellectual Property Rights. To the Company’s knowledge, in violation no present or former employee, officer or director of the rights Company or any of any persons; and (iv) its Subsidiaries, or agent or outside contractor of the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental departmentof its Subsidiaries, commissionholds any right, boardtitle or interest, bureaudirectly or indirectly, agency in whole or instrumentalityin part, in or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights, except those formally assigned or transferred to the Company by such employees. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company, except those formally assigned or transferred to the Company by such employees.

Intellectual Property Rights. The Company ownsand its Subsidiary solely own, possesses or licenses, and otherwise has legally enforceable have sufficient rights to use and otherwise exercise and exploit and license, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, domain nameslicenses and other similar rights necessary or material for use in connection with (or otherwise used or anticipated to be used in) their respective businesses as currently being conducted as described in the SEC Documents, licenses, approvals as previously conducted and trade secrets as proposed to be conducted (collectively, the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received any notice (including any offer of a license) reasonably necessary to conduct its business as now conducted orthat any past, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess current or have other rights to use such proposed activity of (or any Intellectual Property would not Rights used, exploited or exercised by) the Company or any Subsidiary may violate or infringe upon the rights of any Person and neither has any reason to anticipate that any such notice may be expected to result in a Material Adverse Changeforthcoming (or that there is or may be any basis therefor). Except as otherwise disclosed set forth in the Registration StatementSEC Documents, to the Disclosure Package and knowledge of the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any optionsCompany, licenses or agreements with respect to all the Intellectual Property Rights are enforceable and there is no existing or expected infringement (or challenge) by another Person of (or to) any other of the Intellectual Property Rights. All current and former employees and consultants of the Company or its Subsidiary have enforceable agreements assigning to the Company or its Subsidiary all intellectual property and related rights that may arise (have arisen) or be (or have been) used in connection with any activities of such person or entity that for or on behalf of the Company or its Subsidiary. All current Intellectual Property Rights (along with application, prosecution and maintenance status) and all contracts and understandings currently in effect relating thereto are required listed on the Section 2.10 of the Disclosure Schedule; there is not (and is not expected to be be) any breach or basis for termination or diminution of rights under or with respect to any such agreement or understanding. Except as set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none Section 2.10 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 orDisclosure Schedules, to the Company’s knowledge, in violation of the rights of any persons; all persons who have had access to a Company trade secrets or confidential information have signed a customary non-disclosure and (iv) the Company is non-use agreement not subject to any judgment, order, writ, injunction containing a “residuals” clause or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rightssimilar provision.

Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus;”), except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of their respective officers, directors or employees or otherwise in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.