Common use of Possession of Intellectual Property Clause in Contracts

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, or have been authorized to use, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any persons.

Possession of Intellectual Property. The Company owns and its Controlled Entities own, possess, possesses or have been authorized valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms sufficient confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, approvals, trade secrets, inventions, technology, know-how names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) that is described in the Registration Statement or the Prospectus or that is necessary or material to for the conduct of business now their respective businesses as currently conducted, as proposed to be conducted or proposed and as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, (i) ; the Company has not received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company therein; there are no third parties who have or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property of the Company, except for, and to the extent of, the ownership rights of third parties to any the owners of the Intellectual Property Rights owned by which the Company or its Controlled EntitiesRegistration Statement and the Prospectus disclose is licensed to the Company; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or toto any such Intellectual Property, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus, infringe or violate, any Intellectual Property Rightsof others, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that claim; the Company have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any Controlled Entity person the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with the issued or pending claims of any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any such Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained that challenges the validity, enforceability or is being used by the Company or its Controlled Entities in violation scope of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personssuch Intellectual Property.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, General Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries; (ii) there is no infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or Company, its Controlled Entities or subsidiaries or, to the Company’s knowledge, third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or Company, any of its Controlled Entities subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company Except as disclosed in the Relevant Public Filings, each of the Group Companies owns, possesses, licenses or has other rights to use the patents and its Controlled Entities ownpatent applications, possesscopyrights, or have been authorized to usetrademarks, or can acquire on reasonable terms sufficient trademarksservice marks, trade names, patent rights, copyrights, Internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct its business in the manner in which it is being conducted and similar rights, including registrations and applications for registration thereof in the manner in which it is contemplated as set forth in the Relevant Public Filings (collectively, the “Intellectual Property”); except as disclosed in Relevant Public Filings, none of the Intellectual Property Rights”is unenforceable or invalid; none of the Group Companies has received any notice of violation or conflict with (and none of the Group Companies knows of any basis for violation or conflict with) necessary or material rights of others with respect to the conduct Intellectual Property; except as disclosed in Relevant Public Filings, there are no pending or, to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege any of business now conducted the Group Companies is infringing any patent, trade secret, trademark, service xxxx, copyright or proposed in the Registration Statementother intellectual property or proprietary right, the Time of Sale Prospectus and the Prospectus to be conducted by themexcept any threatened actions, and the expected expiration of any such Intellectual Property Rights suits, proceedings or claims which would not, individually or in the aggregate, have a Material Adverse Effect. Except ; the discoveries, inventions, products or processes of the Group Companies referenced in the Relevant Public Filings do not violate or conflict with any intellectual property or proprietary right of any third person, or any discovery, invention, product or process that is the subject of a patent application filed by any third person; no officer, director or employee of any Group Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual property, except where any violation would not, individually or in the aggregate, have a Material Adverse Effect; the Group Companies are not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property; and to the extent any Intellectual Property is sublicensed to any of the Group Companies by a third party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason; except as disclosed in the Registration StatementRelevant Public Filings, none of the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties Group Companies is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world; each of the Group Companies has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property Rights (“Confidential Information”); all use or disclosure of Confidential Information owned by the Company Group Companies by or its Controlled Entitiesto a third party has been pursuant to a written agreement between the Group Companies and such third party; (ii) there is no infringement, misappropriation breach, default and all use or other violationdisclosure of Confidential Information not owned by the Group Companies has been pursuant to the terms of a written agreement between the Group Companies and the owner of such Confidential Information, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personslawful.

Possession of Intellectual Property. The Except as disclosed in the Registration Statement and the General Disclosure Package, (i) to the Company’s knowledge, there are no rights of third parties to any Intellectual Property Rights owned by the Company or its subsidiaries; (ii) the Company and its Controlled Entities subsidiaries own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, General Disclosure Package and the expected expiration of any such Intellectual Property Rights would not, not individually or in the aggregate, aggregate have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (iiiii) to the Company’s knowledge, there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or Company, its Controlled Entities subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iiiiv) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivv) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vvi) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vivii) to the Company’s knowledge, none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or any of its Controlled Entities subsidiaries in violation of the rights of any persons, except in the case of clauses (i) through (vii) above, where such rights, infringement, misappropriation, breach, default or other violation, action, suit, proceeding or claim would not individually or in the aggregate have a Material Adverse Effect.

Possession of Intellectual Property. The Company Partnership Entities own and its Controlled Entities own, possess, possess or have been authorized valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms sufficient confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, approvals, trade secrets, inventions, technology, know-how names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of business now conducted or proposed that is described in the Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (i) ; none of the Partnership Entities has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Partnership Entities therein; there are no third parties who have or, to the knowledge of the Partnership, will be able to establish rights to any Intellectual Property of the Partnership Entities, except for, and to the extent of, the ownership rights of third parties to any the owners of the Intellectual Property Rights owned by which the Company or its Controlled Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Partnership Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or or, to the knowledge of the Partnership, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Partnership Entities’ rights in or toto any such Intellectual Property, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, 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, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rightsof others, and the Company Partnership is unaware of any facts which would could form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that claim; the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts Partnership Entities have complied with the terms of each agreement pursuant to which any Intellectual Property Rights has been licensed to the Partnership Entities, all such agreements are in full force and effect, and no event or other proprietary rights condition has occurred or exists that gives or, with notice or passage of others time or both, would give any person the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with the Company is unaware issued or pending claims of any other fact which would form a reasonable basis for such Intellectual Property of the Partnership Entities or that challenges the validity, enforceability or scope of any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsProperty.

Possession of Intellectual Property. The Except as disclosed in the General Disclosure Package, the Company and its Controlled Entities subsidiaries own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, except where the failure to own or possess such Intellectual Property Rights could not reasonably be expected to have a Material Adverse Effect, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, (i) to the knowledge of each of the Company and TMM Holdings, there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or and its Controlled Entitiessubsidiaries; (ii) to the knowledge of each of the Company and TMM Holdings, there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or and its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the knowledge of each of the Company and TMM Holdings, threatened action, suit, proceeding or claim by others challenging the Company’s or rights of the Controlled Entities’ rights Company and its subsidiaries in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and each of the Company is and TMM Holdings are unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the knowledge of each of the Company and TMM Holdings, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and each of the Company is and TMM Holdings are unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the knowledge of each of the Company and TMM Holdings, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their respective businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or its Controlled Entities subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) through (vi) as could not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Each of the Company and its Controlled Entities owneach Subsidiary owns or possesses the right to use all patents and patent applications, possess, or have been authorized to use, or can acquire on reasonable terms sufficient trademarks, trade namestrademark registrations and applications, patent rightsservice marks, service xxxx registrations and applications, tradenames, copyrights, copyright registrations and applications, licenses, inventions, software, databases, know-how, Internet domain names, licensestrade secrets and other unpatented and/or unpatentable proprietary or confidential information, approvalssystems or procedures, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of business now conducted or their respective businesses as currently conducted, and as proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by themand described in the General Disclosure Package and the Final Prospectus, and the expected expiration Company is not aware of any such Intellectual Property Rights would not, individually claim to the contrary or any challenge by any other person or entity to the rights of the Company or any Subsidiary with respect to the foregoing except for those in the aggregate, General Disclosure Package and the Final Prospectus or those that could not have a Material Adverse Effect. Except as disclosed The Intellectual Property licenses described in the Registration StatementGeneral Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Each of the Company and each Subsidiary has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person or entity to any Intellectual Property license. To the Company’s knowledge, the Time Company’s and each Subsidiary’s respective businesses as now conducted and as proposed to be conducted does not and will not infringe, misappropriate or otherwise violate or conflict with any valid patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other Intellectual Property or franchise right of Sale Prospectus any person or entity. No claim has been made against the Company or any Subsidiary alleging the infringement, misappropriation or other violation by the Company or any Subsidiary of any patent, trademark, service xxxx, trade name, copyright, trade secret, license or other Intellectual Property or franchise right of any person or entity. Each of the Company and each Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the Prospectusexecution of appropriate nondisclosure and confidentiality agreements. To the Company’s knowledge, (i) there are no rights all Intellectual Property owned by the Company and/or each Subsidiary is valid and enforceable. The consummation of third parties the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person or entity in respect of, the Company or any Subsidiary’s right to own, use, or hold for use any of the Intellectual Property Rights owned as owned, used or held for use in the conduct of their respective businesses as currently conducted. With respect to the use of the software in the Company or any Subsidiary’s business as it is currently conducted, neither the Company nor any Subsidiary has experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected. The Company and each Subsidiary have at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company and any Subsidiary in the conduct of the Company and each Subsidiary’s business. No claims have been asserted or threatened against the Company or any Subsidiary alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or any Subsidiary in the occurrence conduct of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s business. Each of the Controlled Entities’ rights in or toCompany and each Subsidiary takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or the violation of any of the terms ofother misuse, any of their Intellectual Property Rights, and the Company is unaware of any facts which except for those that would form not have a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsMaterial Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, subsidiaries own and possess or have been authorized valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms sufficient trademarksconfidential information, systems or procedures), trade marks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, approvals, trade secrets, inventions, technology, know-how names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of business now conducted or proposed that is described in the Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted by themand as described in the Registration Statement, the General Disclosure Package and the expected expiration Prospectus; neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any such infringement of or conflict with rights of others with respect to any Intellectual Property Rights or of any facts or circumstances which would notrender any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein which might reasonably be expected, individually or in the aggregate, have to result in a Material Adverse Effect. Except as disclosed in ; there are no third parties who have or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (i) there are no rights of third parties Prospectus disclose is licensed to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or toto any such Intellectual Property, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rightsof others, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that claim; the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by has been licensed to the Company or its Controlled Entities any subsidiary, all such agreements are in their businesses full force and effect, and no event or condition has been obtained occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and there is being used by no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Company or any of its Controlled Entities in violation subsidiaries or that challenges the validity, enforceability or scope of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personssuch Intellectual Property.

Possession of Intellectual Property. The Company Except as described in the General Disclosure Package and its Controlled Entities own, possessthe Prospectus, or have been authorized to use, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights as would not, individually or in the aggregate, not have a Material Adverse Effect, (a) the Company owns, possesses or has all rights necessary to use the Company Intellectual Property (as defined below), (b) the Company has not received any written notice, nor to the Company’s knowledge, any non-written notice, of any infringement of, or conflict with, any Intellectual Property (as defined below) of any third party, (c) no third party, including any academic or governmental organization, possesses or could obtain rights to the Company Intellectual Property which, if exercised, could enable such party to develop products competitive with those of the Company, and (d) the Company is not obligated to pay a royalty, grant a license or provide other consideration to any third party in connection with the Company Intellectual Property. Except as disclosed described in the Registration StatementGeneral Disclosure Package and the Prospectus or as would not have a Material Adverse Effect, (1) the Time Company is not aware of Sale Prospectus any facts or circumstances concerning its business, as now operated and as planned to be operated by the Company as described in the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned that constitute or will constitute an infringement by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice valid claim of a third-party patent, (2) the Company is not aware of any facts or the passage of time would constitute any of the foregoingcircumstances concerning its business, as now operated and as planned to be operated by the Company as described in the Prospectus, that constitute or its Controlled Entities will constitute an infringement by the Company of, or conflict with, any non-patented Intellectual Property right of any third parties party, (3) the Company is not aware of any facts or circumstances that would render any Company Intellectual Property invalid or unenforceable, (4) the Company is not in breach of any of its obligations under any options, licenses, or agreements with respect to the Company Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened actionand, suit, proceeding or claim by others challenging to the Company’s knowledge, no other party to such options, licenses or the Controlled Entities’ rights agreements is in or tobreach thereof, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi5) none of the Intellectual Property Rights used technology employed by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors, employees, consultants or its Controlled Entities otherwise in violation of the rights of any persons, and (6) to the Company’s knowledge, there is no material infringement by third parties of any Company Intellectual Property. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property rights of any other person or entity that are required to be set forth in the Registration Statement and are not described therein accurately in all material respects. For purposes of this Agreement, “Intellectual Property” means patents, patent rights, trademarks, servicemarks, copyrights, trade names and all registrations and applications for each of the foregoing, trade secrets, know-how (including other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions and technology, and “Company Intellectual Property” means Intellectual Property that is necessary to carry on the business now operated and as planned to be operated by the Company as described in the Prospectus.

Possession of Intellectual Property. The Company and its the Controlled Entities own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted conducted, except for such as would not, individually or proposed in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectus to be conducted by themhave or result in a Material Adverse Effect, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed for situations that would not, individually or in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectusresult in a Material Adverse Effect, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its the Controlled Entities; (ii) there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its the Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its the Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or any of the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the best knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the best knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company, Company or any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) to the best knowledge of the Company, none of the Intellectual Property Rights used by the Company or its the Controlled Entities in their businesses has been obtained or is being used by the Company or its the Controlled Entities in violation of any contractual obligation binding on the Company or its any Controlled Entities Entity in violation of the rights of any persons.;

Possession of Intellectual Property. The Except as disclosed in the Time of Sale Information and the Prospectus, the Company and its Controlled Entities subsidiaries own, possesspossess or, or have been authorized to usethe knowledge of the Company, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, none of the patents and patent applications of the Company or its subsidiaries are invalid or unenforceable, in whole or in part, and the Company is unaware of any facts that would form a reasonable basis for such a determination. None of the Intellectual Property Rights of the Company or its subsidiaries, other than patents and patent applications, are invalid or unenforceable, in whole or in part, and the Company is unaware of any facts that would form a reasonable basis for such a determination. To the knowledge of the Company, there are no unreleased liens or security interests which have been filed against any of the patents owned by or licensed to the Company, except those that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus, (i) 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 its Intellectual Property Rights; (ii) to the Company’s knowledge, there are no ownership or license rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries, in any field of use, other than the respective licensor to the Company of such Intellectual Property Rights; (iiiii) to the Company’s knowledge, there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or Company, its Controlled Entities subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iiiiv) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (a) challenging the Company’s or the Controlled Entities’ any of its subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivb) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights; or (c) that alleges the Company or any of its subsidiaries infringes, and misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, and, in each case, the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or Company, any of its Controlled Entities subsidiaries in violation of the rights of any persons; and (vi) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries. To the knowledge of the Company, except as otherwise disclosed in the Time of Sale Information and the Prospectus, (1) neither the commercial development nor the sale of any of the proposed products or processes of the Company, as described in the Time of Sale Information and the Prospectus, infringes, misappropriates or otherwise violates, or would infringe, misappropriate or otherwise violate, upon the commercialization of such proposed products or processes, any existing Intellectual Property Rights of any third party; and (2) each current and former employee and consultant of the Company (a) has executed an inventions assignment and confidentiality agreement with the Company, on or about the respective date of hire, and signed copies of such agreements have been made available to the Agent and its counsel; and (b) has signed or agreed to assign to the Company any and all Intellectual Property Rights he or she may possess or may have possessed that are related to the Company’s business, as currently conducted and as proposed to be conducted, as described in the Time of Sale Information and the Prospectus, except where such failure to execute such agreement or to agree to assign such Intellectual Property Rights would not reasonably be expected to have a Material Adverse Effect. 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, the parties prosecuting such applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (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.

Possession of Intellectual Property. The Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, each of the Company and its Controlled Entities own, possessthe Subsidiary owns, or have been authorized to usehas obtained valid and enforceable licenses for, or can acquire on reasonable terms sufficient the inventions, patent applications, patents, trademarks, trade names, patent rightsservice names, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how secrets and other intellectual property (1) described in the Registration Statement, the General Disclosure Package and similar rights, including registrations and applications the Prospectus as being owned or licensed by it or (2) which are necessary for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of its business now as currently conducted or as currently proposed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus to be conducted by them(collectively, and “Intellectual Property”) except in the expected expiration case of any clause (2) where the failure to own, possess or acquire such Intellectual Property Rights rights would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as disclosed described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the ProspectusProspectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no rights of third parties who have rights to any of the Intellectual Property, except for Intellectual Property Rights owned rights which are licensed by the Company or the Subsidiary from or granted by the Company or the Subsidiary to its Controlled Entitiespartners, licensors, licensees and other third parties and customary reversionary rights of third-party licensors with respect to Intellectual Property that is licensed to the Company or the Subsidiary; and (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, infringement by the Company or its Controlled Entities or third parties of any of Intellectual Property. Except as would not reasonably be expected to have, individually or in the Intellectual Property Rights of the Company or its Controlled Entities; (iii) aggregate, a Material Adverse Effect, there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s Company or the Controlled Entities’ Subsidiary’s rights in or to, or the violation of to any of the terms of, any of their Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others claim; (B) challenging the validity, enforceability or scope of any such Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others claim; or (C) asserting that the CompanyCompany or the Subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any Controlled Entity or any affiliated entity infringespatent, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights trademark, trade name, service name, copyright, trade secret or other proprietary rights of others others, and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; and (vi) none . Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and the Subsidiary has complied with the terms of each agreement pursuant to which Intellectual Property Rights used has been licensed to the Company or the Subsidiary, as applicable, and to the knowledge of the Company all such agreements are in full force and effect. The product candidates described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by the Company or its Controlled Entities in their businesses has been obtained the Subsidiary fall within the scope of the claims of one or is being used by more patents or patent applications owned by, or exclusively licensed to, the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsSubsidiary, as applicable.

Possession of Intellectual Property. The In each case, except as described in the Registration Statement, the General Disclosure Package and the Prospectus (A) each of the Company and its Controlled the Group Entities ownowns, possesspossesses, licenses or have been authorized has other rights to use, use or can acquire on reasonable terms sufficient the patents and patent applications, copyrights, trademarks, service marks, trade names, patent rights, copyrights, Internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or used in any material respect to conduct its business in the conduct of business now manner in which it is being conducted or proposed and in the manner in which it is contemplated as set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus to be conducted by them(collectively, the “Intellectual Property”); (B) none of the material Intellectual Property is unenforceable or invalid; (C) neither the Company nor any of the Group Entities has received any notice alleging infringement, violation or conflict with (and neither the expected expiration Company nor any of the Group Entities knows of any such basis for alleging infringement, violation or conflict with) rights of others with respect to the Intellectual Property Rights that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except Effect on the Company and the Group Entities, taken as a whole; (D) there are no pending or, to the best of the Company’s knowledge, threatened actions, suits, proceedings or claims by others that allege the Company or any of the Group Entities is infringing any patent, trade secret, trademark, service xxxx, copyright or other intellectual property or proprietary right that would reasonably be expected to have a Material Adverse Effect on the Company and the Group Entities, taken as a whole; F) neither the Company nor any of the Group Entities are in breach of, and the Company and the Group Entities have complied in all respects with all terms of, any license or other agreement relating to the Intellectual Property, except such breach or non-compliance that would not reasonably be expected to have a Material Adverse Effect on the Company or the Group Entities, taken as a whole; (G) except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (i) there are no rights of third parties to neither the Company nor any of the Group Entities is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world; (H) each of the Company and the Group Entities has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property Rights (“Confidential Information”); (I) (a) all use or disclosure of Confidential Information owned by the Company or its Controlled Entities; the Group Entities by or to a third party has been pursuant to a written agreement between the Company, the Group Entities and such third party, and (iib) there is no infringement, misappropriation breach, default all use or other violation, or the occurrence disclosure of any event that with notice or the passage of time would constitute any of the foregoing, Confidential Information not owned by the Company or its Controlled the Group Entities or third parties has been pursuant to the terms of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging a written agreement between the Company’s or , the Controlled Group Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware owner of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened actionConfidential Information, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by otherwise lawful, except that in either case the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsfailure to do so would not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, subsidiary own and possess or have been authorized valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms sufficient confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, approvals, trade secrets, inventions, technology, know-how names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) that is described in the U.S. Prospectuses or that is necessary or material to for the conduct of business now conducted or their respective businesses as currently conducted, as proposed to be conducted, and as described in the Registration Statement, U.S. Prospectus; neither the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration Company nor its subsidiary has received any notice or is otherwise aware of any such material infringement of any Intellectual Property Rights or of any facts or circumstances that would not, individually reasonably be expected to render any Intellectual Property invalid or in inadequate to protect the aggregate, have a Material Adverse Effect. Except as disclosed in interests of the Registration Statement, the Time Company or of Sale Prospectus and the Prospectus, (i) its subsidiary therein; there are no rights of third parties who have or, to the knowledge of the Company, would reasonably be expected to be able to establish rights to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiary, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property that the U.S. Prospectus discloses is licensed to the Company or its subsidiary; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ its subsidiary’s rights in or toto any such Intellectual Property, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or its subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the U.S. Prospectus, infringe or violate, any Intellectual Property Rightsof others, and the Company is unaware of any facts which that would reasonably be expected to form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that claim; the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts Company and its subsidiary have complied in all material respects with the terms of each agreement pursuant to which any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by has been licensed to the Company or its Controlled Entities subsidiary, all such agreements are in their businesses has been obtained or is being used by full force and effect, and, to the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation knowledge of the rights Company, no event or condition has occurred or, to the knowledge of the Company, exists that gives or, with notice or passage of time or both, would give any personsperson or entity the right to terminate any such agreement.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries own, possess, or have been authorized to useobtained adequate rights and licenses under, or can acquire rights on reasonable terms sufficient to, all patents, patent rights, patent applications, inventions, copyrights, other works of authorship, know how (including trade secrets and other proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, patent rightstrade and service xxxx registrations, copyrightstrade names, domain namesdesigns, processes, licenses, approvalscomputer programs, trade secretstechnical data and information, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) that are necessary to carry on the business of the Company as currently conducted and to commercialize the products or material to the conduct of business now conducted or proposed services as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus to be conducted by them, and the expected expiration of any as under development (all such Intellectual Property Rights would not, individually or in is collectively referred to as the aggregate, have a Material Adverse Effect“ Company Intellectual Property”). Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, : (iA) to the Company’s knowledge there are no third parties who have rights to any Intellectual Property, including no liens, security interest, or other encumbrances, except for customary reversionary rights of third parties third-party licensors with respect to any Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiaries; (B) the Company has taken reasonable steps to secure its interests in the Intellectual Property Rights owned by the Company or from its Controlled Entitiesemployees and contractors; (iiC) to the Company’s knowledge, there is no infringement, misappropriation breach, default or other violationviolation by third parties of any Company Intellectual Property owned by, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoingexclusively licensed to, by the Company or its Controlled Entities or subsidiaries; (D) to the Company’s knowledge, the Company is not infringing the intellectual property rights of third parties of any of the Intellectual Property Rights and (E) none of the Company Intellectual Property owned by the Company or, to the Company’s knowledge, exclusively licensed to the Company has been adjudged invalid or its Controlled Entities; unenforceable in whole or in part, in the case of clause (iiiC) there and clause (D), which infringement, misappropriation or violation, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. There is no pending or threatened action, suit, proceeding or claim by others of which the Company has received written notice: (A) challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of to any of the terms of, any of their Company Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others claim; (B) challenging the validity, enforceability or scope of any such Company Intellectual Property Rightsowned by, or exclusively licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others claim; or (C) asserting that the Company, any Controlled Entity Company or any affiliated entity infringes, misappropriates of its subsidiaries infringes or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any Intellectual Property Rights or other proprietary rights of others others, and the Company is and its subsidiaries are unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; . To the Company’s knowledge, no employee of the Company who has developed Company Intellectual Property is in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and (vi) none its subsidiaries are in compliance in all material respects with the terms of each agreement pursuant to which Company Intellectual Property is licensed to the Company or any subsidiary, and all such agreements are in full force and effect in accordance with their terms. The patents included in the Company Intellectual Property owned by the Company or, to the Company’s knowledge, exclusively licensed to the Company are subsisting and have not lapsed and the patent applications in the Intellectual Property Rights used owned by the Company or exclusively licensed to the Company are pending and have not been abandoned. To the Company’s knowledge, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiary are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. No technology employed by the Company or its Controlled Entities in their businesses subsidiaries has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual or legal obligation binding on the Company Company, its subsidiaries, or its Controlled Entities any of their officers, directors, employees, or contractors, or in violation of the any contractual rights of any persons. All patents and patent applications included in the Company Intellectual Property that are owned by or exclusively licensed to the Company have been duly and properly filed and maintained and the parties prosecuting such applications have complied in all material respects with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) in connection with such applications. To the Company’s knowledge, there is no patent or published patent application, in the U.S. or other jurisdiction, that is not included in the Company Intellectual Property and that, in the case of a patent, contains claims, or in the case of a published patent application contains patentable claims, that dominates any of the Company Intellectual Property described in the Preliminary Prospectus and Prospectus as being owned by or licensed to the Company or that interferes with the issued or pending claims of any of the Company Intellectual Property owned by or, to the Company’s knowledge, exclusively licensed to the Company.

Possession of Intellectual Property. The Company and its Controlled Entities ownowns, possess, or have been authorized to use, possesses or can acquire on reasonable terms sufficient all trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar proprietary rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) described in the General Disclosure Package and, to the knowledge of the Company and except as disclosed in the General Disclosure Package and the Final Prospectus, owns all necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effectit. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others any third party against the Company challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of to any of the terms of, any of their Company’s Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others against the Company challenging the validity, enforceability or scope of any such Intellectual Property RightsRights owned by the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (viii) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim against the Company by others any third party that the Company, any Controlled Entity or any affiliated entity Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others such third party and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (viiv) none all assignments of intellectual property from the Intellectual Property Rights used by Company’s employees and consultants to the Company or its Controlled Entities are valid, binding and enforceable and, to the Company’s knowledge, have appropriately vested ownership in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on work product, developments or the Company like that is subject to such assignments, except in the case of clauses (i)–(iv) as would not, individually or its Controlled Entities in violation of the rights of any personsaggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities own, subsidiaries own or possess, or have been authorized to use, or can acquire on reasonable terms sufficient trademarksterms, trade namesadequate patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to carry on the conduct of business as now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted operated by them, and the expected expiration of any such Intellectual Property Rights would not, individually or as proposed to be operated in the aggregatefuture, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus (collectively, “Intellectual Property”). To the Company’s knowledge, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights conduct of the Company and its subsidiaries’ respective businesses does not and will not infringe any issued patents or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation misappropriate any trade secrets of any third parties. The Intellectual Property of the terms ofCompany has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, any of their Intellectual Property Rightsin whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. Neither the Company nor any of its subsidiaries has received any notice of any claim, or is otherwise aware, of any patent infringement or trade secret misappropriation. Neither the Company nor any of its subsidiaries has received any notice of any claim, or is otherwise aware, of any facts or circumstances which would render any Intellectual Property of the Company invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package or the Prospectus as owned by or licensed to the Company or its subsidiaries; and (ivii) there is no infringement by third parties of any Intellectual Property. There is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: challenging the validity, enforceability Company’s rights in or scope of to any such Intellectual Property Rightsof the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that claim. Except as would not reasonably be expected, individually or in the aggregate, to have a material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any Controlled Entity of the patents or any affiliated entity infringespatent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, misappropriates or otherwise violates or conflicts maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with any Intellectual Property Rights or other proprietary rights their employees, and (Y) to the Company’s knowledge, no employee of others and the Company is unaware in or has been in violation of any other fact which would form 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 reasonable former employer where the basis for any of such claimviolation relates to such employee’s employment with the Company. 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 (vi) in all foreign offices having similar requirements, all such requirements have been complied with. To the Company’s knowledge, none of the Company owned Intellectual Property Rights used or technology (including information technology and outsourced arrangements) employed by the Company or its Controlled Entities in their businesses subsidiaries has been obtained or is being used by the Company or its Controlled Entities subsidiary in violation of any contractual obligation binding on the Company or its Controlled Entities subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement, the General Disclosure Package or the Prospectus as under development by the Company or its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries own, possess, have a valid license or otherwise have been authorized adequate rights to use, or can acquire on reasonable terms sufficient terms, all patents, trademarks, service marks, trade names, patent rights, copyrights, Internet domain names, copyrights and copyrightable works, licenses, approvalsinventions, trade secrets, inventionstechnology, technologyand software, data, know-how (whether or not patentable) and other intellectual property and similar rights, or proprietary rights (including all registrations and applications for registration thereof and renewals of, and all goodwill associated with, the foregoing) (collectively, the “Intellectual Property RightsProperty”) necessary or material to for the conduct of business the Company’s and its subsidiaries’ businesses as now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus intended to be conducted by themconducted. Except as would not reasonably be expected to have, and the expected expiration of any such Intellectual Property Rights would not, individually singly or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, : (ia) there are no rights of third parties to any of the such Intellectual Property Rights owned by the Company or its Controlled EntitiesProperty; (iib) to the Company’s knowledge, there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, violation by the Company or its Controlled Entities or third parties of any of the such Intellectual Property Rights of the Company or its Controlled EntitiesProperty; (iiic) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entitiesits subsidiaries’ rights in or to, or the violation of to any of the terms of, any of their such Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivd) such Intellectual Property is subsisting and, to the knowledge of the Company, valid and enforceable, and there is no pending or 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 RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ve) to the knowledge of the Company, the Company and its subsidiaries do not engage in any activity that, and there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity of its subsidiaries, infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (f) to the Company’s knowledge there is no U.S. patent or published U.S. patent application which contains claims that have (or may have) priority over or dominate (or may dominate) any Intellectual Property described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned by or licensed to the Company or its subsidiaries or that interferes with the issued or pending claims of any such Intellectual Property; and (vig) none there is no prior art of which the Intellectual Property Rights used Company is aware that may render any U.S. patent held by the Company or its Controlled Entities in their businesses has been obtained subsidiaries invalid or is being used any U.S. patent application held by the Company or its Controlled Entities in violation subsidiaries unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. Each current and former employee and officer of the Company and its subsidiaries or any contractual obligation binding on Affiliate has executed a valid written agreement with the Company or such subsidiary or Affiliate regarding confidentiality and the assignment of all proprietary information and inventions created by such person. Each current and former consultant to the Company and its Controlled Entities subsidiaries or any Affiliate that may be involved in violation the generation of Intellectual Property has executed a valid written agreement with the rights Company or such subsidiary or Affiliate regarding confidentiality and the assignment of any personsall proprietary information and inventions created by such person.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries own, possess, or have been authorized to use, or can acquire on reasonable terms adequate rights to sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, except where the failure to own, possess, license or acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and except as described in the General Disclosure Package, the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, General Disclosure Package (i) there are no rights of third parties to any the knowledge of the Company and its subsidiaries there is no material infringement, misappropriation or other violation of Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is subsidiaries by a third party, and no infringement, misappropriation breach, default or other violation, or the occurrence of any event has occurred that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iiiii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or alleging the violation of any of the terms of, any of their Intellectual Property Rights, and Rights owned by the Company is unaware of any facts which would form a reasonable basis for any such claimor its subsidiaries; (iviii) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (viv) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claimothers; and (viv) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or Company, any of its Controlled Entities subsidiaries and in violation of the rights of any persons, except in each case covered by clauses (i) through (v) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The To the knowledge of the Company, the Company and its Controlled Entities subsidiaries own, possess, or have been authorized to useobtained valid, enforceable and adequate rights and licenses under patents, patent rights, patent applications, inventions, copyrights and other works of authorship, know how (including trade secrets and other proprietary or can acquire on reasonable terms sufficient confidential information, systems or procedures), trademarks, service marks, trade names, patent rightstrade and service xxxx registrations, copyrightstrade names, domain namesdesigns, processes, licenses, approvalscomputer programs, trade secretstechnical data and information, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or that are reasonably be expected to be material to carry on the conduct business of business now the Company as currently conducted or as proposed to be conducted (including upon commercialization of products or services as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus as under development), or to the development, manufacture, operation and sale of any products and services sold or proposed to be conducted sold by them, and any of the expected expiration Company or its subsidiary. There are no unreleased liens or security interests which have been filed against any of the patents owned by the Company or any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effectof its subsidiaries. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, : (iA) there are no third parties who have rights to any Intellectual Property, including no liens, security interest, or other encumbrances, except for (i) customary reversionary rights of third parties third-party licensors with respect to any Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiaries or (ii) rights or Intellectual Property that are not material to the Company; (B) the Company has taken all reasonable steps necessary to secure its interests in the Intellectual Property Rights owned by the Company or from its Controlled Entitiesemployees and contractors; (iiC) to the knowledge of the Company, there is no infringement, misappropriation breach, default or other violationviolation by third parties of any Intellectual Property owned by, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoinglicensed to, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights subsidiaries; and (D) none of the Company Intellectual Property has been adjudged invalid or its Controlled Entities; (iii) there unenforceable in whole or in part. There is no pending or threatened action, suit, proceeding or claim by others others: (1) challenging the Company’s or the Controlled Entities’ rights in or to any Intellectual Property owned by, or licensed to, the Company or the violation of any of the terms of, any of their Intellectual Property Rightsits subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others claim; (2) challenging the validity, enforceability or scope of any such Intellectual Property Rightsowned by, or licensed to, the Company or its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others claim; or (3) asserting that the CompanyCompany or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any Controlled Entity or any affiliated entity infringespatent, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights trademark, trade name, service name, copyright, trade secret or other proprietary rights of others others, and the Company is and its subsidiaries are unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; . To the knowledge of the Company, no employee of the Company is 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. The Company and (vi) none its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the knowledge of the Company, there is no prior art that may render any patent within the Intellectual Property Rights used invalid or that may render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. To the knowledge of the Company, there are no material defects in any of the patents or patent applications within the Intellectual Property. The patents 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. No technology employed by the Company or its Controlled Entities in their businesses subsidiaries has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual or legal obligation binding on the Company Company, its subsidiaries, or its Controlled Entities any of their officers, directors, employees, or contractors, or, to the knowledge of the Company, in violation of the any contractual rights of any persons. The drug candidates described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or applications relating to the drug candidate or its intended use owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company, there is no patent or published patent application, in the U.S. or other jurisdiction, which, in the case of a patent, contains claims, or in the case of a published patent application contains patentable claims, that dominate or may dominate any of the Company’s Intellectual Property described in the Preliminary Prospectus and Prospectus as being owned by or licensed to the Company or that interferes with the issued or pending claims of any of the Company’s Intellectual Property.

Possession of Intellectual Property. The Company and its Controlled Entities own, possessCompany, or have been authorized one of its Subsidiaries, is the sole and exclusive owner of, or has obtained valid and enforceable licenses for, or other rights to use, or can acquire on reasonable terms sufficient trademarksthe inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, patent rightsservice names, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how secrets and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed proprietary information described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus to be Prospectuses as either being owned or licensed by it or necessary for the conduct of its business as currently conducted by themas described in the Registration Statement, the General Disclosure Package and the expected expiration of any Prospectuses (collectively, “Intellectual Property”), except where the failure to own, license or have such Intellectual Property Rights rights would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. Except as disclosed set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and Prospectuses or as would not, individually or in the Prospectusaggregate, reasonably be expected to result in a Material Adverse Effect: (i) to the Company’s knowledge, there are no third parties who have ownership rights to any Intellectual Property, except for the ownership rights of third parties to any the owners of the Intellectual Property Rights owned by which is licensed to the Company or its Controlled EntitiesCompany; (ii) to the Company’s knowledge, there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, infringement by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled EntitiesProperty; (iii) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of to any of the terms of, any of their Intellectual Property RightsProperty, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability or scope of any such Intellectual Property RightsProperty, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates Company infringes or otherwise violates or conflicts with any Intellectual Property Rights patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others others, and the Company is unaware of any other fact facts which would could form a reasonable basis for any such claimaction, suit, proceeding or claim upon commercialization of the product candidates described in the Registration Statement, the General Disclosure Package and the Prospectuses; (vi) there is no patent or patent application known to the Company that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; (vii) to the Company’s knowledge, no employee of the Company or any Subsidiary is in or has ever been in violation of any term of any patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement with, or any restrictive covenant to, a former employer where the basis of such violation relates to such employee’s employment with the Company or any Subsidiary, or actions undertaken by the employee while employed with the Company or any Subsidiary; and (viviii) none to the Company’s knowledge, there is no prior art that may render any patent application owned by the Company or by any of its Subsidiaries of the Intellectual Property Rights used by unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. All material assignments from inventors to the Company or to one of its Controlled Entities in their businesses has Subsidiaries have been obtained or is being used by and filed with the appropriate patent offices for all of the Company’s and its Subsidiaries’ patent applications. To the Company’s knowledge, the Company or and each of its Controlled Entities Subsidiaries has taken all commercially reasonable steps to protect, maintain and safeguard each of their respective rights in violation all Intellectual Property, including the execution of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsappropriate nondisclosure and confidentiality agreements.

Possession of Intellectual Property. The Company and its Controlled Entities own, subsidiaries own or possess, or have been authorized to usea valid license to, or can acquire on reasonable terms sufficient terms, adequate rights to all patents, patent applications, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), intellectual property rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, business names, trade names, patent logos, slogans, trade dress, design rights, copyrights, Internet domain names, licensessocial media accounts, approvalsany other designations of source or origin, trade secretsand any applications (including provisional applications), inventionsregistrations, technologyor renewals for any of the foregoing, know-how together with the goodwill associated with any of the foregoing, rights to publicity and privacy and/or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or to carry on in all material to respects the conduct of business now conducted or operated by them and as currently proposed to be operated as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus to be conducted by themProspectus. In addition, and (i) neither the expected expiration Company nor any of its subsidiaries has received any notice of nor has it engaged in any infringement, misappropriation or other violation of or conflict regarding any Intellectual Property of any third party by the Company or its subsidiaries, (ii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim regarding the subject matter of the foregoing and (iii) the Company and its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such Intellectual Property Rights claim, except in each case as would notnot reasonably be expected to, individually singly or in the aggregate, have result in a Material Adverse Effect. Except Further, (a) all Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries that is necessary to carry on the business now operated by them and as disclosed currently proposed to be operated as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the ProspectusProspectus (such Intellectual Property, the “Company Intellectual Property”) is valid, subsisting and enforceable, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (iib) there is no infringementpending or, misappropriation breachto the Company’s knowledge, default threatened action, suit, proceeding or other violationclaim by any third party challenging the validity, ownership, registrability, enforceability or the occurrence scope of any event that with notice such Company Intellectual Property and (c) the Company and its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim. No third party is, to the passage of time would constitute Company’s knowledge, infringing, misappropriating or otherwise violating any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) in any material respect and there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s Company or the Controlled Entities’ rights in or to, or the violation of any of its subsidiaries against a third party regarding the foregoing. In addition, (1) the Company and its subsidiaries have complied in all material respects with the terms ofof each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, (2) neither the Company nor any of their Intellectual Property Rights, its subsidiaries has received any written notice alleging any such noncompliance and the Company is are unaware of any facts or circumstances which would form a reasonable basis for any such claim; , and (iv3) there is no pending all such agreements are in full force and effect, except in each case as would not reasonably be expected to, singly or threatened actionin the aggregate, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such result in a Material Adverse Effect. All Company Intellectual Property Rightshas been duly maintained and is in full force and effect and there are no material defects in, and including in connection with the filing or prosecuting of, any of the Company Intellectual Property. Each person who is unaware or was an employee or contractor of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity infringes, misappropriates of its subsidiaries and who is or otherwise violates was involved in the creation or conflicts with development of any Intellectual Property Rights for or other proprietary rights on behalf of others and the Company is unaware of any other fact which would form has executed a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by valid agreement containing an enforceable assignment to the Company or any of its Controlled Entities subsidiaries of such person’s rights in their businesses has been obtained or is being used by and to such Intellectual Property. To the Company’s knowledge, no employee of the Company or any of its Controlled Entities subsidiaries is in or has ever been in material violation of any contractual obligation binding on term of any agreement with or covenant to a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Controlled Entities in violation subsidiaries. The Company and its subsidiaries have taken all reasonable steps necessary to maintain and protect the confidentiality of the rights material trade secrets and other material confidential Intellectual Property necessary to carry on in all material respects the business now operated by them and as currently proposed to be operated as described in the Registration Statement, the General Disclosure Package and the Prospectus and, to the Company’s knowledge, the confidentiality of such material trade secrets and material confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements. No university, military, educational institution, research center, Governmental Entity or other organization has funded, sponsored or contributed to research and development conducted in connection with the business of the Company or any of its subsidiaries that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the proprietary nature of any personsCompany Intellectual Property or restrict the ability of the Company or any of its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property, except in each case as would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries own, possess, or have been authorized to usepossess licenses to, or can acquire on commercially reasonable terms sufficient rights to trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, Final Prospectus (i) there are no third party owns any rights of third parties in or to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; subsidiaries (other than Intellectual Property Rights licensed or granted by the Company to third parties in the ordinary course of business), (ii) there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoingforegoing by the Company, its subsidiaries or, to the Company’s knowledge, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; subsidiaries, (iii) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, Rights and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; , (iv) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware not aware of any facts which would form a reasonable basis for any such claim; , (v) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; , and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any applicable contractual obligation binding on the Company or any of its Controlled Entities subsidiaries or otherwise in violation of the rights of any persons, except, in each case covered by clauses (ii) — (vi), such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of the Company and its subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect.

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

Possession of Intellectual Property. The Except as disclosed in the General Disclosure Package, the Company and its Controlled Entities subsidiaries own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, except where the failure to own or possess such Intellectual Property Rights could not reasonably be expected to have a Material Adverse Effect, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, (i) to the knowledge of each of the Company and TMM Holdings, there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or and its Controlled Entitiessubsidiaries; (ii) to the knowledge of each of the Company and TMM Holdings, there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or and its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the knowledge of each of the Company and TMM Holdings, threatened action, suit, proceeding or claim by others challenging the Company’s or rights of the Controlled Entities’ rights Company and its subsidiaries in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and each of the Company is and TMM Holdings are unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the knowledge of each of the Company and TMM Holdings, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and each of the Company is and TMM Holdings are unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the knowledge of each of the Company and TMM Holdings, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any persons.and

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

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

Possession of Intellectual Property. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) the Company and its Controlled Entities own, possess, each Subsidiary owns or have been authorized to use, has adequate rights (or believes it can acquire obtain adequate rights on reasonable terms sufficient terms) to use all trademarks, trademark applications, trade names, domain names, patents, patent applications, patent rights, copyrights, domain namestechnology, licenses, approvalsknow-how, trade secrets, inventionsservice marks, technologytrade dress rights, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof proprietary rights (collectively, “Intellectual Property RightsProperty”) necessary or material and has such other licenses, approvals, permits, and governmental authorizations with respect to such Intellectual Property, in each case sufficient to conduct its business as now conducted and as now proposed to be conducted, except for the absence of rights to Intellectual Property that would not reasonably be expected to have a Material Adverse Effect, and, to the conduct Company’s knowledge, none of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights of the Company or any Subsidiary is invalid or unenforceable, except where such invalidity or unenforceability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and all material patent applications of the Company and each Subsidiary have been properly filed and, to the Company’s knowledge, prosecuted in accordance with all applicable laws, (ii) the Company has no knowledge that the conduct of its business or the business of any Subsidiary, as now conducted, and as now proposed to be conducted, will infringe, misappropriate, conflict, or otherwise interfere with, the Intellectual Property of any third party which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (iii) the Company is not aware of any infringement, misappropriation, conflict or violation by Intellectual Property owned or controlled by any third party, of or with the Company or any Subsidiary’s Intellectual Property, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding, or other claim against the Company or any Subsidiary or, to the Company’s knowledge, any employee of the Company or any Subsidiary, asserting that the Company or any Subsidiary’s Intellectual Property infringes third party Intellectual Property, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and (v) neither the Company nor any Subsidiary has received any written notice of infringement with respect to any patent or any written notice challenging the validity, scope or enforceability of any Intellectual Property owned by or licensed to the Company or any Subsidiary, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (i) there are no rights of third parties to any of the Company and each Subsidiary’s Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence free and clear of any event that with notice pledge, lien, security interest, encumbrance, claim or equitable interest whether imposed by agreement, contract, understanding, law or equity, which, individually or in the passage of time aggregate, would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights reasonably be expected to result in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsMaterial Adverse Effect.

Possession of Intellectual Property. The Except as disclosed in the Registration Statement and the Prospectus, each of the Company and its Controlled Entities own, possesssubsidiaries owns or has obtained valid and enforceable licenses for, or have been authorized otherwise has the right to useuse or possess sufficient software, or can acquire on reasonable terms sufficient databases, trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, Prospectus (i) to the knowledge of the Company and its subsidiaries, there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries, as applicable; (ii) to the knowledge of the Company and its subsidiaries, there is no infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or any of its Controlled Entities subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the knowledge of the Company and its subsidiaries, threatened action, suit, proceeding or claim by others challenging the Company’s Company or the Controlled Entities’ any of its subsidiaries rights in or to, or the violation of any of the terms of, of any of their Intellectual Property Rights, and neither the Company is unaware nor any of its subsidiaries are aware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Company or its subsidiaries, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and none of the Company or its subsidiaries is unaware aware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company or its subsidiaries, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and neither the Company nor any of its subsidiaries is unaware aware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or any of its Controlled Entities subsidiaries in their respective businesses has been obtained or is being used by the Company or its Controlled Entities such subsidiary in violation of any contractual obligation binding on the Company or any of its Controlled Entities subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights, including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its subsidiaries.

Possession of Intellectual Property. The Company After giving effect to the Formation Transactions, at the Closing Date and its Controlled Entities each Option Closing Date, if any, the Partnership and the Operating Subsidiary, as applicable, will own, possess, license or have been authorized other rights to use, or can acquire on reasonable terms sufficient trademarksterms, all patents, patent rights, patent applications, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, approvals, trade secrets, inventions, technology, know-how names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed that is described in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus and that is necessary for the Prospectus conduct of their business as currently conducted or as proposed to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the ProspectusProspectus (collectively, “Intellectual Property”); and none of the Partnership Entities has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Partnership or the Operating Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, would result in a Material Adverse Effect. Without limitation to the foregoing, (iA) to the knowledge of the Partnership Entities, there are no third parties who have rights to any Intellectual Property of the Partnership or the Operating Subsidiary, except for, and to the extent of, the ownership rights of third parties to any the owners of the Intellectual Property Rights owned by which the Company Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Partnership or its Controlled Entitiesthe Operating Subsidiary; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iiiB) there is no pending or or, to the knowledge of the Partnership Entities, threatened action, suit, proceeding or claim by others challenging the CompanyPartnership’s or the Controlled Entities’ Operating Subsidiary’s rights in or toto any such Intellectual Property, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Partnership or any subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rightsof others; (C) the Partnership and the Operating Subsidiary have complied in all material respects with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Partnership or the Operating Subsidiary, and the Company is unaware of any facts which would form a reasonable basis for any all such claimagreements are in full force and effect; and (vD) there is no patent or patent application that contains claims that materially interfere with the issued or pending or threatened action, suit, proceeding or claim by others that the Company, claims of any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any such Intellectual Property Rights of the Partnership or other proprietary rights of others and the Company is unaware Operating Subsidiary or that challenges the validity, enforceability or scope of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsProperty.

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

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, or have been authorized to use, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) to the Company’s knowledge, there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any persons.

Possession of Intellectual Property. The Company and its Controlled Entities own, Subsidiaries own or possess, or have been authorized to use, or can acquire on reasonable terms sufficient trademarksterms, trade namesadequate patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to carry on the conduct of business now conducted or operated by them and as currently proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, and neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of (i) any infringement of or conflict with asserted rights of others with respect to any intellectual property or (ii) any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third parties third-party licensors with respect to any of the Intellectual Property Rights owned by that is disclosed in the most recent Preliminary Prospectus and the Prospectus as licensed to the Company or its Controlled EntitiesSubsidiaries; and (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, infringement by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there Property. There is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of to any of the terms of, any of their Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others claim; (B) challenging the validity, enforceability or scope of any such Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others claim; or (C) asserting that the Company, any Controlled Entity Company or any affiliated entity of its Subsidiaries infringes, misappropriates or otherwise violates violates, or conflicts with would, upon the commercialization of any Intellectual Property Rights product or other proprietary service described in the most recent Prospectus as under development, infringe, misappropriate or otherwise violate, any intellectual property rights of others others, and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; . The Company and (vi) none its Subsidiaries have complied with the terms of the each agreement pursuant to which Intellectual Property Rights used by has been licensed to the Company or its Controlled Entities Subsidiaries, and all such agreements are in their businesses has been obtained or is being used by full force and effect. To the Company or its Controlled Entities Company’s knowledge, there are no material defects in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personspatents or patent applications included in the Intellectual Property.

Possession of Intellectual Property. The Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company and its Controlled Entities subsidiaries own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, and to the Company’s knowledge solely with respect to clauses (i) and (ii) below: (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries; (ii) there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or Company, any of its Controlled Entities subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, or have been authorized to use, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, and except as would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, (iA) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company and its Subsidiaries own or its Controlled Entities; possess, or have a valid and enforceable license to use or can acquire on reasonable terms, adequate patents, patent rights, inventions, technology, databases, software and source code, copyrights, know-how (ii) there is no infringementincluding trade secrets and other unpatented and/or unpatentable proprietary or confidential information, misappropriation breachsystems or procedures), default trademarks, service marks, trade names, domain names, or other violationintellectual property (including any and all issuances and registrations and applications for issuance or registration of, or the occurrence of any event that and all goodwill associated with notice or the passage of time would constitute any of the foregoing, as applicable) (collectively, “Intellectual Property”) necessary to conduct the business now operated by them or as proposed to be operated in the Registration Statement, the General Disclosure Package and the Prospectus; (B) to the knowledge of the Company, all Intellectual Property owned by or licensed to the Company or is valid and enforceable and neither the Company nor any of its Controlled Entities or third parties Subsidiaries is aware of any of the facts or circumstances which would render any Intellectual Property Rights of the Company or its Controlled EntitiesSubsidiaries invalid, unenforceable or inadequate to protect the interest of the Company or any of its Subsidiaries therein; (iiiC) there is no the Company and its Subsidiaries have not received any written notice of, and are not otherwise aware of, any pending or threatened actionclaim alleging infringement, suit, proceeding misappropriation or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the other violation of any Intellectual Property of any person, or challenging the validity, enforceability, adequacy, scope or ownership of any Intellectual Property of the terms of, any of their Intellectual Property RightsCompany or its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivD) there is no pending or threatened action, suit, proceeding or claim by others challenging to the validity, enforceability or scope knowledge of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity no Intellectual Property owned or any affiliated entity infringesexclusively licensed to the Company and its subsidiaries has been infringed, misappropriates misappropriated or otherwise violates violated by any person; (E) the conduct of the Company and any of its Subsidiaries, as now operated or conflicts with as proposed to be operated in the in the Registration Statement, the General Disclosure Package and the Prospectus, does not and would not reasonably be expected to, singly or in the aggregate, infringe, misappropriate or otherwise violate any Intellectual Property Rights or other proprietary rights of others and with respect to any Intellectual Property; (F) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property, the value of which to the Company or any of its subsidiaries is unaware of any other fact which would form a reasonable basis for any such claimcontingent upon maintaining the confidentiality thereof; and (viG) none all founders, current and former employees, consultants, representatives, agents and other parties involved in the development of Intellectual Property for or on behalf of the Intellectual Property Rights used by Company and any of its subsidiaries have signed written and enforceable confidentiality and invention assignment agreements with the Company or its Controlled Entities in their businesses has been obtained or is being used by Subsidiaries pursuant to which the Company or its Controlled Entities in violation subsidiaries have obtained sole and exclusive ownership of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personssuch Intellectual Property.

Possession of Intellectual Property. The To the Company’s knowledge, the Company and each of its Controlled Entities ownSubsidiaries owns or possesses, possess, or have been authorized to usehas licenses to, or can acquire or license on reasonable terms sufficient trademarksterms, trade namesadequate patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technologycopyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to carry on the conduct of business now conducted or operated by them and as currently proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render invalid any issued patents within the Intellectual Property disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as owned by or exclusively licensed to the Company or any of its Subsidiaries (the “Company Intellectual Property”), and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity, singly or in the aggregate, would result in a Material Adverse Effect. To the Company’s knowledge: (i) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no third parties who have any ownership or license rights to any Company Intellectual Property, except for customary reversionary rights of third parties third-party licensors with respect to any of the Intellectual Property Rights owned by that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as exclusively licensed to the Company or its Controlled EntitiesSubsidiaries; and (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, infringement by the Company or its Controlled Entities or third parties of any of the Company Intellectual Property Rights of the Company or its Controlled Entities; (iii) there Property. There is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of to any of the terms of, any of their Company Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claimProperty; (ivB) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Company Intellectual Property Rights, and Property; or (C) asserting that the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity of its Subsidiaries infringes, misappropriates or otherwise violates violates, or conflicts with would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development, infringe, misappropriate or otherwise violate, any Intellectual Property Rights or other proprietary rights of others others. The Company and its Subsidiaries have complied in all material respects with the Company is unaware terms of any other fact each agreement pursuant to which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by has been licensed to the Company or its Controlled Entities Subsidiaries, and, to the Company’s knowledge, all such agreements are in their businesses has been obtained full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or is being used by patent applications included in the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsIntellectual Property.

Possession of Intellectual Property. The Except as disclosed in the General Disclosure Package, (i) the Company and its Controlled Entities own, possess, owns or have been authorized to use, has adequate rights (or believes it can acquire obtain adequate rights on reasonable terms sufficient terms) to use all trademarks, trademark applications, trade names, domain names, patents, patent applications, patent rights, copyrights, domain namestechnology, licenses, approvalsknow-how, trade secrets, inventionsservice marks, technologytrade dress rights, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof proprietary rights (collectively, “Intellectual Property RightsProperty”) necessary or material and has such other licenses, approvals, permits, and governmental authorizations with respect to such Intellectual Property, in each case sufficient to conduct its business as now conducted and as now proposed to be conducted, except for the absence of rights to Intellectual Property that would not reasonably be expected to have a Material Adverse Effect, and, to the conduct Company’s knowledge, none of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights of the Company is invalid or unenforceable, except where such invalidity or unenforceability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and all material patent applications of the Company have been properly filed and, to the Company’s knowledge, prosecuted in accordance with all applicable laws, (ii) the Company has no knowledge that the conduct of its business, as now conducted, and as now proposed to be conducted, will infringe, misappropriate, conflict, or otherwise interfere with, the Intellectual Property of any third party which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (iii) the Company is not aware of any infringement, misappropriation, conflict or violation by Intellectual Property owned or controlled by any third party, of or with the Company’s Intellectual Property, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding, or other claim against the Company or, to the Company’s knowledge, any employee of the Company, asserting that the Company’s Intellectual Property infringes third party Intellectual Property, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and (v) the Company has not received any written notice of infringement with respect to any patent or any written notice challenging the validity, scope or enforceability of any Intellectual Property owned by or licensed to the Company, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration StatementGeneral Disclosure Package, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation Intellectual Property is free and clear of any of pledge, lien, security interest, encumbrance, claim or equitable interest whether imposed by agreement, contract, understanding, law or equity, which, individually or in the terms ofaggregate, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form reasonably be expected to result in a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsMaterial Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, owns or have been authorized to use, has a license or can acquire on reasonable terms sufficient trademarks, trade namesother rights under the patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property and similar rightsnecessary for, including registrations and applications for registration thereof (collectivelyor used in the conduct, “Intellectual Property Rights”) necessary or material to of the conduct business of business now conducted or proposed the Company in the manner described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus to be conducted by them(collectively, “Intellectual Property”). Except as described in the Registration Statement, the General Disclosure Package and the expected expiration of any such Prospectus, (i) no Intellectual Property Rights would notowned by the Company that is, individually or in the aggregate, material to its business has been abandoned, permitted to lapse, dedicated to the public, or the subject of any asserted termination of transfer or reversion rights, (ii) the Company has not received notice from any of its licensees or customers requesting or demanding that the Company indemnify or defend such licensee or customer in connection with any claim that such licensee or customer is infringing, misappropriating, diluting, or otherwise violating the Intellectual property of any third party in any material respect, (iii) no Intellectual Property owned by the Company is to expire in the next five (5) years, (iv) except pursuant to licenses entered into in the ordinary course of business, no third parties have any right, title or interest in any Intellectual Property that is purported to be owned by the Company and that is, individually or in the aggregate, material to its business, (v) to the knowledge of the Company, all contracts pursuant to which the Company is licensed or otherwise permitted to use or exploit the Intellectual Property of third parties are valid and enforceable, and the Company is not in breach thereof, and (vi) the Company has not received notice and is not aware of any breach or notice of breach of any contract pursuant to which the Company is licensed or otherwise permitted to use or exploit the Intellectual Property of third parties. Except as would not reasonably be expected to have a Material Adverse Effect. Except Effect or as disclosed described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, the Company has not received any notice and is not otherwise aware of (i) there are no any claim of infringement, misappropriation or conflict with any asserted rights of third parties others with respect to any Intellectual Property of the Company, (ii) any infringement, misappropriation, dilution or other violation by the Company of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoingthird party, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no any threatened action, suit, proceeding or claim by any third party challenging the Company’s rights in or to any Intellectual Property, (iv) any threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope of any Intellectual Property that would render any Intellectual Property invalid or unenforceable or inadequate to protect the interests of the Company, or (v) any pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and third party that the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened actioninfringing, suitmisappropriating, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates diluting or otherwise violates or conflicts with violating any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsthird party.

Possession of Intellectual Property. The Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and its Controlled Subsidiaries and Affiliated Entities own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus and except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Subsidiaries and Affiliated Entities; (ii) there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Subsidiaries and Affiliated Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Subsidiaries and Affiliated Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Subsidiaries’ and Affiliated Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Subsidiaries and Affiliated Entities in their businesses has been obtained or is being used by the Company or its Controlled Subsidiaries and Affiliated Entities in violation of any contractual obligation binding on the Company or its Controlled Subsidiaries and Affiliated Entities in violation of the rights of any persons.

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, subsidiaries own and possess or have been authorized valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms sufficient confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, approvals, trade secrets, inventions, technology, know-how names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of business now conducted or proposed that is described in the Registration Statement, the Time General Disclosure Package or the Prospectus or that is necessary for the conduct of Sale Prospectus their respective businesses as currently conducted or as proposed to be conducted, as described in the Registration Statement, the General Disclosure Package and the Prospectus to be conducted by them, and Prospectus; neither the expected expiration Company nor any of its subsidiaries has received any notice or is otherwise aware of any such infringement of or conflict with rights of others with respect to any Intellectual Property Rights or of any facts or circumstances which would notrender any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein that might be reasonably expected, individually or in the aggregate, have to result in a Material Adverse Effect. Except as disclosed in ; there are no third parties who have or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (i) there are no rights of third parties Prospectus disclose is licensed to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or toto any such Intellectual Property, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violates, any Intellectual Property Rightsof others, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that claim; the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by has been licensed to the Company or its Controlled Entities any subsidiary, all such agreements are in their businesses full force and effect, and no event or condition has been obtained occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and there is being used by no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Company or any of its Controlled Entities in violation subsidiaries or that challenges the validity, enforceability or scope of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personssuch Intellectual Property.

Possession of Intellectual Property. The Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, each of the Company and its Controlled Entities own, possessthe Subsidiary owns, or have been authorized to usehas obtained valid and enforceable licenses for, or can acquire on reasonable terms sufficient the inventions, patent applications, patents, trademarks, trade names, patent rightsservice names, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how secrets and other intellectual property (1) described in the Registration Statement, the General Disclosure Package and similar rights, including registrations and applications the Prospectus as being owned or licensed by it or (2) which are necessary for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of its business now as currently conducted or as currently proposed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus to be conducted by them(collectively, and “Intellectual Property”) except in the expected expiration case of any clause (2) where the failure to own, possess or acquire such Intellectual Property Rights rights would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as disclosed described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the ProspectusProspectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no rights of third parties who have rights to any of the Intellectual Property, except for Intellectual Property Rights owned rights which are licensed by the Company or the Subsidiary from or granted by the Company or the Subsidiary to its Controlled Entitiespartners, licensors, licensees and other third parties and customary reversionary rights of third-party licensors with respect to Intellectual Property that is licensed to the Company or the Subsidiary; and (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, infringement by the Company or its Controlled Entities or third parties of any of Intellectual Property. Except as would not reasonably be expected to have, individually or in the Intellectual Property Rights of the Company or its Controlled Entities; (iii) aggregate, a Material Adverse Effect there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s Company or the Controlled Entities’ Subsidiary’s rights in or to, or the violation of to any of the terms of, any of their Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others claim; (B) challenging the validity, enforceability or scope of any such Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others claim; or (C) asserting that the CompanyCompany or the Subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any Controlled Entity or any affiliated entity infringespatent, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights trademark, trade name, service name, copyright, trade secret or other proprietary rights of others others, and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; and (vi) none . Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and the Subsidiary has complied with the terms of each agreement pursuant to which Intellectual Property Rights used has been licensed to the Company or the Subsidiary, as applicable, and to the knowledge of the Company all such agreements are in full force and effect. The product candidates described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by the Company or its Controlled Entities in their businesses has been obtained the Subsidiary fall within the scope of the claims of one or is being used by more patents or patent applications owned by, or exclusively licensed to, the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsSubsidiary, as applicable.

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, subsidiaries own and possess or have been authorized valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms sufficient confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, approvals, trade secrets, inventions, technology, know-how names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of business now conducted or proposed that is described in the Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted by themand as described in the Registration Statement, the General Disclosure Package and the expected expiration Prospectus, except where the failure to own, possess or license such rights would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any such infringement of or conflict with rights of others with respect to any Intellectual Property Rights or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein and which infringements or conflicts (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. Except as disclosed in : (A) there are no third parties who have or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (i) there are no rights of third parties Prospectus disclose is licensed to any of the Intellectual Property Rights owned by the Company or any of its Controlled Entitiessubsidiaries; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iiiB) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or toto any such Intellectual Property, or challenging the violation validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the terms ofRegistration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any of their Intellectual Property Rightsof others, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging claim; (C) the Company and its subsidiaries 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 subsidiary, all such agreements are in full force and effect; and (D) there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Company or any of its subsidiaries or that challenges the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsProperty.

Possession of Intellectual Property. The Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its Controlled Entities own, subsidiaries own or possess, or have been authorized to usea valid license to, or can acquire on reasonable terms sufficient terms, all patents, patent applications, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), trademarks, service marks, business names, trade names, patent logos, slogans, trade dress, design rights, copyrights, Internet domain names, licensessocial media accounts, approvalsany other designations of source or origin, trade secrets, inventions, intellectual property rights in technology, know-software, data and know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy and/or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to carry on the conduct of business now conducted or operated by them and as proposed to be operated as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Prospectus. Except as would not reasonably be expected to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to neither the Company nor any of the its subsidiaries has received any notice of nor has engaged in any infringement, misappropriation or other violation of or conflict regarding any Intellectual Property Rights owned by the Company or its Controlled Entities; of any third party, (ii) there is no infringementpending or threatened action, misappropriation breachsuit, default proceeding or other violationclaim regarding the subject matter of the foregoing clause (i), or and (iii) the occurrence Company and its subsidiaries are unaware of any event that with notice facts or the passage of time circumstances which would constitute form a reasonable basis for any of the foregoingsuch claim. (a) Except as would not reasonably be expected to have a Material Adverse Effect, all Intellectual Property owned by or exclusively licensed to the Company or its Controlled Entities or third parties of any of its subsidiaries (such Intellectual Property, the “Company Intellectual Property Rights of Property”) is subsisting, and to the Company or its Controlled Entities; Company’s knowledge, valid and enforceable, (iiib) there is no pending or threatened action, suit, proceeding or claim by others any third party challenging the Company’s or the Controlled Entitiesany of its subsidiaries’ rights in or toin, or the violation of any of the terms validity, ownership, registrability, enforceability or scope of, any of their such Company Intellectual Property Rights, (with the exception of ordinary course office actions in connection with applications for the registration or issuance of such Intellectual Property) and (c) the Company is and its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim; (iv) . No third party is infringing, misappropriating or otherwise violating any of the Company Intellectual Property and there is no pending or threatened action, suit, proceeding or claim by others challenging the validityCompany or any of its subsidiaries against a third party regarding the foregoing. (1) The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, enforceability or scope (2) neither the Company nor any of its subsidiaries has received any written notice alleging any such Intellectual Property Rights, noncompliance and the Company is are unaware of any facts or circumstances which would form a reasonable basis for any such claim; , and (v3) there is all such agreements are in full force and effect. Except as would not reasonably be expected to have a Material Adverse Effect, no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any material contractual obligations binding on the Company or such subsidiaries or in violation of any contractual obligation binding on rights of any person. All filing actions and registration, maintenance, annuity and renewal fees needed to be taken, met or paid in order to prosecute or maintain the Company Intellectual Property have been timely taken, met or paid, and there are no material defects with respect to any such filings, payments or actions. Each person who is or was an employee or contractor of the Company or any of its Controlled Entities subsidiaries and who is, was or is expected to be involved in the creation or development of any Intellectual Property for or on behalf of the Company or such subsidiaries has executed a valid written agreement effectively assigning to the Company or any of its subsidiaries all of such person’s rights in and to such Intellectual Property and no employee of the Company or any of its subsidiaries is in or has ever been in violation of the rights any term of any personsagreement with or covenant to a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries. The Company and its subsidiaries have taken all reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Company Intellectual Property and non-exclusively-licensed Intellectual Property used in connection with the business of the Company and its subsidiaries and, to the Company’s knowledge, the confidentiality of such material trade secrets and material confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements. No university, military, educational institution, research center, Governmental Authority or other organization has funded, contributed to or sponsored research and development conducted in connection with the business of the Company or any of its subsidiaries that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the proprietary nature of any Company Intellectual Property or restrict the ability of the Company or any of its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property.

Possession of Intellectual Property. The Company and its Controlled Entities Subsidiaries own, possess, or have been authorized to use, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled EntitiesSubsidiaries; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities Subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its Controlled EntitiesSubsidiaries; (iii) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled EntitiesSubsidiaries’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Subsidiary or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities Subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities Subsidiaries in violation of any contractual obligation binding on the Company or its Controlled Entities Subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) through (vi) such as would not, if determined adversely to the Company or its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company owns, possesses or has valid, binding and its Controlled Entities own, possess, or have been authorized enforceable rights to use, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “use the Company Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect(as defined below). Except as disclosed described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (iA) there are no rights the Company has not received any written notice, nor to the Company’s knowledge, any other notice, of third parties any infringement by the Company with respect to any Intellectual Property (as defined below) of any third party, (B) the development and commercialization of the products or product candidates of the Company described in the General Disclosure Package or the Prospectus do not, to the Company’s knowledge, infringe any issued patent claim of any third party, (C) to the Company’s knowledge, the Company is not obligated to pay a royalty, grant a license or provide other consideration to any third party (except for payment of license fees for off-the-shelf software) in connection with the Company’s use of the Company Intellectual Property, (D) to the Company’s knowledge, no third party has any ownership rights in or to any Company Intellectual Property, except such Company Intellectual Property Rights that is licensed to the Company, (E) all patents and patent applications owned by the Company or its Controlled Entities; (ii) there is no infringementand, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging to the Company’s or knowledge, all patents to which the Controlled Entities’ rights in or toCompany has the enforceable right of use (the “Company Patents”) have been duly and properly filed, or the violation of any of the terms of, any of their Intellectual Property Rights, and (f) the Company is unaware not aware of any material information required to be disclosed to the United States Patent and Trademark Office (the “PTO”) that was not disclosed to the PTO, and (G) the Company is not aware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending preclude the Company from having clear title to the Company Patents. The Company owns, possesses or threatened actionhas valid, suitbinding and enforceable rights to use, proceeding or claim by others challenging the validity, enforceability or scope of any such all Intellectual Property Rightsnecessary to conduct its business as described in the General Disclosure Package and the Prospectus. For purposes of this Agreement, “Intellectual Property” means patents, patent rights, trademarks, servicemarks, trade dress rights, copyrights, trade names and domain names, and all registrations and applications for each of the foregoing, trade secrets, know-how (including other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions and technology, and “Company Intellectual Property” means Intellectual Property that is used in any material respect for the business of the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending as currently conducted or threatened actionas proposed to be conducted, suit, proceeding or claim by others that as described in the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others General Disclosure Package and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsProspectus.

Possession of Intellectual Property. The Company owns, possesses or has valid, binding and enforceable rights to use the Company Intellectual Property (as defined below). Except as described in the General Disclosure Package and the Prospectus, (A) neither the Company nor any of its Controlled Entities ownsubsidiaries has received any written notice, possessnor to the Company’s knowledge, any other notice, of any infringement by the Company or have been authorized any of its subsidiaries with respect to useany Intellectual Property (as defined below) of any third party, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets(B) the Company Intellectual Property and the discoveries, inventions, technologyproducts or processes of the Company or any of its subsidiaries described in the General Disclosure Package or the Prospectus do not, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct Company’s knowledge, infringe or interfere with any right or valid patent claim of business now conducted any third party, (C) the Company is not obligated to pay a royalty, grant a license or proposed provide other consideration to any third party in connection with the Company Intellectual Property, (D) no third party has any ownership rights in or to any Company Intellectual Property. Except as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus or as would not reasonably be expected to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i1) there are no rights the Company is not aware of third parties to any of the Intellectual Property Rights owned facts or circumstances that constitute an infringement by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event valid claim of a third-party patent, (2) the Company is not aware of any facts or circumstances that with notice or the passage of time would constitute any of the foregoing, an infringement by the Company of, or its Controlled Entities or third parties conflict with, any non-patented Intellectual Property right of any third party, and (3) the Company is not aware of the any facts or circumstances that would render any Company Intellectual Property Rights invalid or unenforceable. All Company Intellectual Property consisting of patents and patent applications (the “Company Patents”) has been duly and properly filed; the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation not aware of any material information required to be disclosed to the United States Patent and Trademark Office (the “PTO”) that were not disclosed to the PTO and which would preclude the grant of a patent for the terms of, any of their Intellectual Property Rights, Company Patents; and the Company is unaware not aware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and preclude it from having clear title to the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others Patents that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used have been identified by the Company as being owned by the Company. For purposes of this Agreement, “Intellectual Property” means patents, patent rights, trademarks, servicemarks, trade dress rights, copyrights, trade names and domain names, and all registrations and applications for each of the foregoing, trade secrets, know-how (including other unpatented and/or unpatentable proprietary or its Controlled Entities confidential information, systems or procedures), inventions and technology, and “Company Intellectual Property” means Intellectual Property that is reasonably necessary or used in their businesses has been obtained or is being used any material respect to conduct the business now operated and as planned to be operated by the Company or and its Controlled Entities subsidiaries, taken as a whole, as described in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of General Disclosure Package and the rights of any personsProspectus.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to for the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, except where the failure to own or possess, or the inability to acquire on reasonable terms, would not, individually or in the aggregate, have a Material Adverse Effect, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, Prospectus (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries; (ii) there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or Company, its Controlled Entities subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claimothers; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or Company, any of its Controlled Entities subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) through (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The To the Company’s knowledge, the Company and its Controlled Entities Subsidiaries own, possess, possess (by license or have been authorized to use, other right) or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rightsproperty, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of business their respective businesses now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, Final Prospectus (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled EntitiesSubsidiaries; (ii) there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, foregoing by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled EntitiesSubsidiaries; (iii) there is no pending or threatened action, suit, proceeding or claim by others third parties challenging the Company’s or the Controlled Entities’ any of its Subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others third parties challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others third parties that the Company, any Controlled Entity Company or any affiliated entity of its Subsidiaries infringes, misappropriates or otherwise violates or conflicts with any valid Intellectual Property Rights or other proprietary rights of others third parties and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities Subsidiaries in their respective businesses has been obtained or is being used by the Company or its Controlled Entities Subsidiaries in violation of any contractual obligation binding on the Company or any of its Controlled Entities Subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) through (vi) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Except as described in the General Disclose Package, the Company and its Controlled Entities ownsubsidiaries and, possessto the knowledge of the Company and except as disclosed in the Merger Agreement Disclosures, Target and its subsidiaries own or have been authorized possess a valid right to useuse (in either case, free of any liens, charges and encumbrances) or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration StatementGeneral Disclosure Package or, with respect to Target and its subsidiaries, the Time of Sale Prospectus and the Prospectus, Merger Agreement Disclosures (i) there are no rights of third parties to own or use any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries or, to the knowledge of the Company, Target or its subsidiaries; (ii) there is no infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or any third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries or, to the knowledge of the Company, Target or its subsidiaries, and, to the Company’s knowledge, the Intellectual Property Rights of the Company, the Target and each of their subsidiaries are valid and enforceable; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries or, to the knowledge of the Company’s , Target or the Controlled Entities’ rights any of its subsidiaries in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and Rights of the Company is unaware or its subsidiaries or, to the knowledge of any facts which would form a reasonable basis for any such claimthe Company, Target and its subsidiaries; (v) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries or, to the knowledge of the Company, any Controlled Entity Target or any affiliated entity of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claimothers; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries or, to the knowledge of the Company, Target or its subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries or Target or its subsidiaries in violation of any contractual obligation binding on the Company or any of its Controlled Entities subsidiaries or Target or any of its subsidiaries in violation of the rights of any persons; and (vii) the Company and its subsidiaries and, to the knowledge of the Company, Target and its subsidiaries have taken reasonable measures to protect the confidentiality of trade secrets and other confidential and proprietary information, and, to the knowledge of the Company, there has not been any disclosure of any trade secrets or other confidential and proprietary information that has resulted, or is likely to result, in the loss of trade secret or other rights in and to such information; except in each case covered by clauses (i) – (vii) such as would not, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities own, subsidiaries own or possess, or have been authorized to use, or can acquire on reasonable terms sufficient trademarksterms, trade namesadequate patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to carry on the business as now operated by them, and similar rightsas proposed to be operated in the future, including registrations as disclosed in the Registration Statement and applications for registration thereof the Prospectus (collectively, “Intellectual Property RightsProperty”) necessary or material to ). To the conduct of business now conducted or proposed in the Registration StatementCompany’s knowledge, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except except as disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights conduct of the Company and its subsidiaries’ respective businesses does not and will not infringe any issued patents or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation misappropriate any trade secrets of any third parties. The Intellectual Property of the terms ofCompany has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, any of their Intellectual Property Rightsin whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. Neither the Company nor any of its subsidiaries has received any notice of any claim, or is otherwise aware, of any patent infringement or trade secret misappropriation. Neither the Company nor any of its subsidiaries has received any notice of any claim, or is otherwise aware, of any facts or circumstances which would render any Intellectual Property of the Company invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement or the Prospectus as owned by or licensed to the Company or its subsidiaries; and (ivii) there is no infringement by third parties of any Intellectual Property. There is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: challenging the validity, enforceability Company’s rights in or scope of to any such Intellectual Property Rightsof the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that claim. Except as would not reasonably be expected, individually or in the aggregate, to have a material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any Controlled Entity of the patents or any affiliated entity infringespatent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, misappropriates or otherwise violates or conflicts maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with any Intellectual Property Rights or other proprietary rights their employees, and (Y) to the Company’s knowledge, no employee of others and the Company is unaware in or has been in violation of any other fact which would form 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 reasonable former employer where the basis for any of such claimviolation relates to such employee’s employment with the Company. 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 (vi) in all foreign offices having similar requirements, all such requirements have been complied with. To the Company’s knowledge, none of the Company owned Intellectual Property Rights used or technology (including information technology and outsourced arrangements) employed by the Company or its Controlled Entities in their businesses subsidiaries has been obtained or is being used by the Company or its Controlled Entities subsidiary in violation of any contractual obligation binding on the Company or its Controlled Entities subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement or the Prospectus as under development by the Company or its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries.

Possession of Intellectual Property. The Company and its Controlled Entities Subsidiaries and Affiliated Entity own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled EntitiesSubsidiaries and Affiliated Entity; (ii) there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities Subsidiaries and Affiliated Entity or third parties of any of the Intellectual Property Rights of the Company or its Controlled EntitiesSubsidiaries and Affiliated Entity; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled EntitiesSubsidiaries’ and Affiliated Entity’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others others, whether pending or threatened in writing, that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities Subsidiaries and Affiliated Entity in their businesses has been obtained or is being used by the Company or its Controlled Entities Subsidiaries and Affiliated Entity in violation of any contractual obligation binding on the Company or its Controlled Entities Subsidiaries and Affiliated Entity in violation of the rights of any persons, except in each case covered by clauses (i) to (vi) such as would not, if determined adversely to the Company or its Subsidiaries and Affiliated Entity, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries own, possesspossess or can obtain on commercially reasonably terms, or have been authorized to useobtained valid, or can acquire on reasonable terms sufficient trademarks, trade namesenforceable and adequate rights and licenses under patents, patent rights, copyrights, domain names, licenses, approvals, trade secretspatent applications, inventions, technologycopyrights, know-know how (including trade secrets and other proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to carry on the conduct business of business now the Company as currently conducted or as proposed to be conducted as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus (except where the failure to be conducted by them, and the expected expiration of any own or license such Intellectual Property Rights rights would not, individually or in the aggregate, have a Material Adverse Effect), and there are no unreleased liens or security interests which have been filed against any of the patents owned by the Company or any of its subsidiaries. Except To the Company’s knowledge: (A) other than as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third parties third-party licensors with respect to any of Intellectual Property; (B) the Company has taken all reasonable steps necessary to secure its interests in the Intellectual Property Rights owned by the Company or from its Controlled Entitiesemployees and contractors; (iiC) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, violation by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights Property; and (D) none of the Company Intellectual Property has been adjudged invalid or its Controlled Entities; (iii) there unenforceable. There is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (1) challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of to any of the terms of, any of their Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others claim; (2) challenging the validity, enforceability or scope of any such Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others claim; or (3) asserting that the CompanyCompany or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any Controlled Entity or any affiliated entity infringespatent, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights trademark, trade name, service name, copyright, trade secret or other proprietary rights of others others, and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; . The Company and (vi) none its subsidiaries have complied with the terms of the each agreement pursuant to which Intellectual Property Rights used has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. The drug candidates described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or applications relating to the drug candidate or its Controlled Entities in their businesses has been obtained intended use owned by, or is being used by exclusively licensed to, the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personssubsidiary.

Possession of Intellectual Property. The Except as disclosed in the General Disclosure Package, (i) the Company and its Controlled Entities own, possess, owns or have been authorized to use, has adequate rights (or believes it can acquire obtain adequate rights on reasonable terms sufficient terms) to use all trademarks, trademark applications, trade names, domain names, patents, patent applications, patent rights, copyrights, domain namestechnology, licenses, approvalsknow-how, trade secrets, inventions(including other unpatented and/or patentable proprietary or confidential information, technologysystems or procedures), know-how service marks, trade dress rights, and other intellectual property and similar rights, including registrations and applications for registration thereof proprietary rights (collectively, “Intellectual Property RightsProperty”) necessary or material and has such other licenses, approvals, permits, and governmental authorizations with respect to such Intellectual Property, in each case sufficient to conduct its business as now conducted and as now proposed to be conducted, except for the absence of rights to Intellectual Property that would not reasonably be expected to have a Material Adverse Effect, and, to the conduct Company’s knowledge, none of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights of the Company is invalid or unenforceable, except where such invalidity or unenforceability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and all material patent applications of the Company have been properly filed and, to the Company’s knowledge, prosecuted in accordance with all applicable laws, (ii) the Company has no knowledge that the conduct of its business, as now conducted, and as now proposed to be conducted, will infringe, misappropriate, conflict, or otherwise interfere with, the Intellectual Property of any third party which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (iii) the Company is not aware of any infringement, misappropriation, conflict or violation by Intellectual Property owned or controlled by any third party, of or with the Company’s Intellectual Property, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding, or other claim against the Company or, to the Company’s knowledge, any employee of the Company, asserting that the Company’s Intellectual Property infringes third party Intellectual Property, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and (v) the Company has not received any written notice of infringement with respect to any patent or any written notice challenging the validity, scope or enforceability of any Intellectual Property owned by or licensed to the Company, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration StatementGeneral Disclosure Package, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation Intellectual Property is free and clear of any of pledge, lien, security interest, encumbrance, claim or equitable interest whether imposed by agreement, contract, understanding, law or equity, which, individually or in the terms ofaggregate, any of their Intellectual Property Rightswould reasonably be expected to result in a Material Adverse Effect. The Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality or all material trade secrets and confidential information owned, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending used or threatened action, suit, proceeding or claim held by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any persons.

Possession of Intellectual Property. The Company After giving effect to the Pre-Closing Transactions, at the Closing Date and its Controlled each Option Closing Date, if any, the Partnership Entities own, possess, will own and possess or have been authorized valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms sufficient trademarksconfidential information, systems or procedures), trade marks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, approvals, trade secrets, inventions, technology, know-how names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of business now conducted or proposed that is described in the Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (i) ; none of the Partnership Entities has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Partnership Entities therein; there are no third parties who have or, to the knowledge of the QEP Entities, will be able to establish rights to any Intellectual Property of the Partnership Entities, except for, and to the extent of, the ownership rights of third parties to any the owners of the Intellectual Property Rights owned by which the Company or its Controlled Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Partnership Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or or, to the knowledge of the QEP Entities, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Partnership Entities’ rights in or toto any such Intellectual Property, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, 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, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rightsof others, and the Company each QEP Entity is unaware of any facts which would could form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that claim; the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts Partnership Entities have complied with the terms of each agreement pursuant to which any Intellectual Property Rights has been licensed to the Partnership or other proprietary rights any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of others time or both, would give any person the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with the Company is unaware issued or pending claims of any other fact which would form a reasonable basis for such Intellectual Property of the Partnership Entities or that challenges the validity, enforceability or scope of any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsProperty.

Possession of Intellectual Property. The Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and each of its Controlled Entities ownsubsidiaries owns all right, possess, title and interest in or otherwise have been authorized the right to use, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secretsuse all patents, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property and similar rights, including registrations and applications for registration thereof rights (collectively, “Intellectual Property RightsProperty”) that is necessary for, used or material to held for use in, or otherwise exploited in connection with, the conduct of the business now conducted or operated by them and as proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by themoperated, and (ii) to the expected expiration Company’s knowledge, neither the Company nor any of its subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effectthird party. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the ProspectusProspectus or as would not reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties action, suit, claim, or other proceeding is pending, or to the Company’s knowledge, is threatened, alleging that the Company or any of its subsidiaries is infringing, misappropriating, diluting, or otherwise violating the Intellectual Property Rights owned by of any third party in any respect, (ii) to the Company’s knowledge, no third party is infringing, misappropriating, diluting, or otherwise violating the Company or any of its Controlled Entities; subsidiaries’ Intellectual Property in any respect, and (iiiii) there is no infringementaction, misappropriation breachsuit, default claim, or other violationproceeding is pending, or to the occurrence Company’s knowledge, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of its subsidiaries that is, singly or in the terms ofaggregate, any necessary to its business (with the exception of their Intellectual Property Rights, and office actions in connection with applications for the Company is unaware registration or issuance of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsProperty).

Possession of Intellectual Property. The Except as described in the Time of Sale Prospectus and the Prospectus, the Company and its Controlled Subsidiaries and Affiliated Entities own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by themconducted, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Subsidiaries and Affiliated Entities; (ii) there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Subsidiaries and Affiliated Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Subsidiaries and Affiliated Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Subsidiaries’ and Affiliated Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Subsidiary or any affiliated entity Affiliated Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Subsidiaries and Affiliated Entities in their businesses has been obtained or is being used by the Company or its Controlled Subsidiaries and Affiliated Entities in violation of any contractual obligation binding on the Company or its Controlled Subsidiaries and Affiliated Entities in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or its Subsidiaries and Affiliated Entities, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, Subsidiaries own or possess or have been authorized the right to use, or can acquire use on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “all Company Intellectual Property Rights”) necessary to carry on their respective businesses as currently conducted; the only such Company Intellectual Property is commercially available software licensed by the Company on terms typically available to entities like the Company; and neither the Company nor any of its Subsidiaries has received any notice or material is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Company Intellectual Property or of any facts or circumstances which would render any Company Intellectual Property invalid or inadequate to protect the conduct interests of business now conducted the Company or proposed in the Registration Statement, the Time any of Sale Prospectus and the Prospectus to be conducted by themits subsidiaries therein, and which infringement or conflict (if the expected expiration subject of any such Intellectual Property Rights would notunfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, could be material to the Company. Given the nature of the Company Intellectual Property, the Company has not required former and current employees of the Company or any of its Subsidiaries (or other agents, consultants and contractors of the Company or any of its subsidiaries) to execute written Contracts that assign to the Company all rights to any inventions, improvements, discoveries or information relating to the business of the Company and its subsidiaries. To the knowledge of the Company, there is no unauthorized use, infringement or misappropriation of any of the Company Intellectual Property by any third party, employee or former employee. Each agreement and instrument (each, a “License Agreement”) pursuant to which any Company Intellectual Property is licensed to the Company or any of its subsidiaries is in full force and effect, has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company or the applicable subsidiary, as the case may be, enforceable against the Company or such subsidiary in accordance with its terms, except as enforcement thereof may be subject to bankruptcy, insolvency or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles; the Company and its Subsidiaries are in compliance with their respective obligations under all License Agreements and, to the knowledge of the Company, all other parties to any of the License Agreements are in compliance with all of their respective obligations thereunder, no event or condition has occurred or exists that gives or would give any party to any License Agreement the right, either immediately or with notice or passage of time or both, to terminate or limit (in whole or in part) any such License Agreement or any rights of the Company or any of its Subsidiaries thereunder to exercise any of such party’s remedies thereunder, or to take any action that would adversely affect any rights of the Company or any of its Subsidiaries thereunder or that might have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware not aware of any facts which or circumstances that would form a reasonable basis for result in any of the foregoing or give any party to any License Agreement any such claimright; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and neither the Company is unaware nor any of its subsidiaries has received any facts which would form a reasonable basis for notice of default, breach or noncompliance under any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsLicense Agreement.

Possession of Intellectual Property. The Company owns, possesses or has valid, binding and its Controlled Entities own, possess, or have been authorized enforceable rights to use, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “use the Company Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect(as defined below). Except as disclosed described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus, (iA) there are no rights the Company has not received any written notice, nor to the Company’s knowledge, any other notice, of third parties any infringement by the Company with respect to any Intellectual Property (as defined below) of any third party, (B) the development and commercialization of the products or product candidates of the Company described in the Pricing Disclosure Package or the Prospectus do not, to the Company’s knowledge, infringe any issued patent claim of any third party, (C) to the Company’s knowledge, the Company is not obligated to pay a royalty, grant a license or provide other consideration to any third party (except for payment of license fees for off-the-shelf software) in connection with the Company’s use of the Company Intellectual Property, (D) to the Company’s knowledge, no third party has any ownership rights in or to any Company Intellectual Property, except such Company Intellectual Property Rights that is licensed to the Company, (E) all patents and patent applications owned by the Company or its Controlled Entities; (ii) there is no infringementand, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging to the Company’s or knowledge, all patents to which the Controlled Entities’ rights in or toCompany has the enforceable right of use (the “Company Patents”) have been duly and properly filed, or the violation of any of the terms of, any of their Intellectual Property Rights, and (F) the Company is unaware not aware of any material information required to be disclosed to the United States Patent and Trademark Office (the “PTO”) that was not disclosed to the PTO, (G) the Company is not aware of any facts which would preclude the Company from having clear title to the Company Patents, (H) the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any such claim; (iv) there is no pending of its employees are in or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope have ever been in violation 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 such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the Company Intellectual Property, or obligation not to use third party Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights on behalf of others the Company. The Company owns, possesses or has valid, binding and enforceable rights to use, all Intellectual Property necessary to conduct its business as described in the Pricing Disclosure Package and the Company is unaware Prospectus. For purposes of any other fact which would form a reasonable basis this Agreement, “Intellectual Property” means patents, patent rights, trademarks, servicemarks, trade dress rights, copyrights, trade names and domain names, and all registrations and applications for any such claim; and (vi) none each of the foregoing, trade secrets, know-how (including other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions and technology, and “Company Intellectual Property” means Intellectual Property Rights that is used by in any material respect for the business of the Company as currently conducted or its Controlled Entities as proposed to be conducted, as described in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on Pricing Disclosure Package and the Company or its Controlled Entities in violation of the rights of any personsProspectus.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries (i) own, possess, or have been authorized to use, possess or can acquire on commercially reasonable terms sufficient terms, adequate trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, names and other rights to inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, inventions, systems or procedures), patents, copyrights, confidential information and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to conduct the conduct of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted operated by them, and or presently employed by them, except where the expected expiration failure to own or possess, or the inability to acquire on commercially reasonable terms, any of any such Intellectual Property Rights the foregoing would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no infringementhave not received any written notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights; (iii) to the Company’s knowledge, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company and its subsidiaries are not being infringed, misappropriated or its Controlled Entitiesotherwise violated by any person; (iiiiv) to the Company’s knowledge, there are no third parties who have or will be able to establish ownership or exclusive rights to any Intellectual Property Rights, except for the retained rights of the owners of the Intellectual Property Rights that are licensed to the Company, if any; (v) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iva) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights or (b) challenging the Company’s rights or any of its subsidiaries’ rights in or to any Intellectual Property Rights, and neither the Company nor any of its subsidiaries is unaware aware of any facts which would could form a reasonable basis for any such claimactions, suits, proceedings or claims; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) to the Company’s knowledge, none of the Intellectual Property Rights used by the Company or its Controlled Entities in subsidiaries that are necessary to the conduct of their businesses as now conducted and as proposed to be conducted in the Registration Statement, the Statutory Prospectus and the Final Prospectus by the Company or any of 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 or any of its subsidiaries; (vii) to the Company’s knowledge, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property Rights have been licensed to the Company or any subsidiary, and all such agreements are in full force and effect; (viii) the Company has taken reasonable steps to protect, maintain and safeguard the Intellectual Property Rights, including the execution of appropriate nondisclosure, confidentiality and invention assignment agreements; (ix) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has been in violation of any term of any written employment contract, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant agreement with a former employer where the basis of such violation relates to (a) such employee’s employment with the Company and (b) the ownership by the Company or its subsidiaries of any Intellectual Property Rights, and (x) none of the Intellectual Property Rights 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 Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or its Controlled Entities subsidiaries or, to the knowledge of the Company, any of their respective officers, directors or employees or otherwise in violation of the rights of any persons, except in each case covered by clauses (ii) – (vii) and (ix) – (x) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its the Controlled Entities own, possess, own or have been authorized possess adequate rights to use, use or can acquire on reasonable terms sufficient trademarks, trade names, service marks, domain names and other source identifiers, patent rights, copyrights, domain namescopyrights and copyrightable works, licenses, approvals, trade secrets, inventions, software, technology, know-how and other intellectual property and similar rights, including including, as applicable, registrations and applications for registration thereof and goodwill associated therewith (collectively, “Intellectual Property Rights”) used or held for use in, necessary for or material to the conduct of the business now conducted (collectively, “Company’s Intellectual Property Rights”), except for such as would not individually or proposed in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectus to be conducted by themhave or result in a Material Adverse Effect, and the expected expiration of any such Company’s Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Pricing Prospectus and the Prospectus, and except as would not, individually or in the aggregate, result in a Material Adverse Effect, (i) there are no rights of third parties to any of the Company’s Intellectual Property Rights owned by the Company or its the Controlled Entities; (ii) there is no infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, to the best knowledge of the Company by the Company or its the Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiesany third parties; (iii) there is no pending or to the best knowledge of the Company threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the best knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Company’s Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the best knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company, Company or any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact facts which would form a reasonable basis for any such claim; and (vi) to the best knowledge of the Company, none of the Intellectual Property Rights used by the Company or its the Controlled Entities in their businesses has been obtained or is being used by the Company or its the Controlled Entities in violation of any contractual obligation binding on the Company or its any Controlled Entities Entity in violation of the rights of any persons.;

Possession of Intellectual Property. The Company Except as set forth in the General Disclosure Package and the Final Prospectus and except as could not reasonably be expected to result in a Material Adverse Effect, the Company, directly or through its Controlled Entities ownsubsidiaries, possesshas (subject to any conflicts or infringements covered exclusively by the next succeeding sentence) sufficient interests in or rights to use all patents, or have been authorized to usetrademarks, or can acquire on reasonable terms sufficient trademarksservice marks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, technology know-how how, information, proprietary rights and other intellectual property and similar rights, including registrations and applications for registration thereof processes (collectively, “Intellectual Property RightsProperty”) necessary or material to for the conduct Company’s current business affairs (being the business of business now conducted or proposed the Company and its subsidiaries taken as a whole) as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse EffectFinal Prospectus. Except as disclosed in the Registration Statement, General Disclosure Package and the Time of Sale Final Prospectus and the Prospectusexcept as could not reasonably be expected to result in a Material Adverse Effect, (i) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entities; subsidiaries, and (ii) there is no infringementpending or, misappropriation breachto the Company’s knowledge, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Company’s Intellectual Property Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such claim; , provided, however, that the representations made in each of (ivi) there is no pending or threatened action, suit, proceeding or claim by others challenging and (ii) are based on the validity, enforceability or scope of any evaluation the Company could reasonably conduct on the dates on which such Intellectual Property Rights, representations were made. Except as disclosed in the General Disclosure Package and the Final Prospectus, neither the Company is unaware nor any of its Material Subsidiaries has received any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others written communications alleging that the CompanyCompany or any of its subsidiaries has violated, infringed or conflicted with, or, by conducting its business as set forth in the General Disclosure Package and the Final Prospectus, would violate, infringe or conflict with, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used of any other person or entity other than any such as could not reasonably be expected, based on the evaluation the Company could reasonably conduct by the date on which the representation in this Section 2(t) is being made, to have a Material Adverse Effect. The Company and its subsidiaries have taken and will maintain reasonable measures to prevent the unauthorized dissemination or its Controlled Entities publication of their respective confidential information and, to the extent contractually required to do so, the confidential information of third parties in their businesses has been obtained or is being used by possession, where the Company or its Controlled Entities in violation dissemination of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personssuch information could reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities own, subsidiaries own or possess, or have been authorized to use, or can acquire on reasonable terms sufficient terms, adequate patents, patent applications, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, patent rightstrademark registrations, copyrightsservice xxxx registrations, domain namesformulae, licenses, approvals, trade secrets, inventions, technology, know-how and customer lists or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material used to carry on the conduct of business now conducted operated by them except where the failure to so own, possess, or proposed license or have other rights to use or acquire would not result in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by thema Material Adverse Effect, and neither the expected expiration Company nor any of its subsidiaries has received any notice or is otherwise aware of any such infringement, violation or misappropriation of or conflict with asserted rights of others with respect to any Intellectual Property Rights or of any facts or circumstances which would notrender any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, individually and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, have would result in a Material Adverse Effect. To the Company’s knowledge, the Company has taken commercially reasonable steps to keep confidential all material technical information of significant economic value developed by and belonging to the Company or any of its subsidiaries which has not been patented which the Company intended to keep confidential. Except as disclosed described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (i) there are no rights neither the Company nor any of third parties 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 Intellectual Property Rights owned by Company and its subsidiaries or those products and services described in the General Disclosure Package and the Prospectus except as would not materially adversely affect the Company. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (x) the Company or its Controlled Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence not aware of any event that with notice or the passage of time would constitute any of the foregoing, infringement by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or any of its Controlled Entitiessubsidiaries; (iiiy) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entitiesany of its subsidiaries’ ownership of or rights in or to, or the violation of to any of the terms of, any of their Company’s Intellectual Property Rights(if the subject of an unfavorable decision, ruling or finding); and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivz) there is no pending or threatened actionor, suitto the Company’s knowledge, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which that would form a reasonable basis for any such claim; and (vi) none . Neither the Company nor any of the its subsidiaries is in material breach or violation of any license or other agreement that relates to any Intellectual Property Rights owned or used by the Company or any of its Controlled Entities subsidiaries and, to the Company’s knowledge, no other party to any such agreement is in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsmaterial breach thereof.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries, taken as a whole, own, possesslicense, possess or otherwise have been authorized a valid right to use, or can acquire on reasonable terms sufficient all the rights necessary to use, trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property property, and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, (iA) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries; (iiB) to the Company’s knowledge there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iiiC) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivD) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vE) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (viF) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or any of its Controlled Entities subsidiaries or, to the Company’s knowledge, in violation of the rights of any persons, except in each case covered by clauses (A) – (F) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries own or have a valid right to access and us or can acquire on reasonable terms all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain, deliver and operate data, information, and functions used in connection with the business of the Company and its subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted or proposed in the General Disclosure Package to be conducted by them. The Company and its subsidiaries have implemented such backup, security and disaster systems as the Company reasonably believes are prudent and customary for similarly sized companies in the businesses in which they are engaged.

Possession of Intellectual Property. The Company and its Controlled Entities ownowns or possesses, possess, or have been authorized to usehas a valid license to, or can acquire on reasonable terms sufficient terms, all patents, patent applications, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, licenses, inventions, copyrights (including copyrights in software), intellectual property rights in technology and software, data and know how (including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, patent business names, logos, slogans, trade dress, design rights, copyrights, Internet domain names, licenses, approvals, trade secrets, inventions, technology, know-how any other designations of source or origin and other intellectual property and similar rights, or proprietary rights (including all registrations and applications for registration thereof and renewals of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property RightsProperty”) necessary or material to carry on the conduct of business now conducted or operated by it and as proposed to be operated as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus. (a) The Company has not engaged in, (i) there are no rights of third parties to nor received any of the Intellectual Property Rights owned by the Company notice or its Controlled Entities; (ii) there is no otherwise aware of, any infringement, misappropriation breach, default or other violation, violation of or the occurrence conflict with respect to any Intellectual Property of any event that with notice or the passage of time would constitute any of the foregoingthird party, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iiib) there is no pending or threatened action, suit, proceeding or claim by others challenging regarding the Company’s or the Controlled Entities’ rights in or to, or the violation of any subject matter of the terms of, any of their Intellectual Property Rightsforegoing clause (a), and (c) the Company is unaware of any facts or circumstances which would form a reasonable basis for any such claim; . All Intellectual Property owned by or exclusively licensed to the Company (ivsuch Intellectual Property, the “Company Intellectual Property”) is valid, subsisting and enforceable, and free of material defects, including with respect to the filing and prosecution thereof. There is no pending or threatened action, suit, proceeding or claim by any third party challenging the validity, ownership, registrability, enforceability or scope of any Company Intellectual Property and the Company is unaware of any facts or circumstances which would form a reasonable basis for any such claim or render any Company Intellectual Property invalid or inadequate to protect the interest of the Company therein, and which infringement or conflict, if the subject of an unfavorable decision, ruling or finding, invalidity or inadequacy could, singly or in the aggregate, result in a Material Adverse Effect. No third party is, to the Company’s knowledge, infringing, misappropriating or otherwise violating any of the Company Intellectual Property and there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope Company against a third party regarding the foregoing. (x) The Company has complied in all material respects with the terms of any such each agreement pursuant to which Intellectual Property Rightshas been licensed to the Company, and (y) the Company has not received any written notice alleging any noncompliance therewith and is unaware of any facts or circumstances which would form a reasonable basis for any such claim; claim and (vz) there all such agreements are in full force and effect. Each Person who is no pending or threatened actionwas an employee or contractor of the Company and who is, suit, proceeding was or claim by others that is expected to be involved in the Company, any Controlled Entity creation or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with development of any Intellectual Property Rights for or other proprietary on behalf of the Company has executed a valid written agreement containing an enforceable assignment to the Company all of such Person’s rights in and to such Intellectual Property and, to the Company’s knowledge, no employee of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company in or its Controlled Entities in their businesses has ever been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on term of any agreement with or covenant to a former employer where the basis of such violation relates to such employee’s employment with the Company or its Controlled Entities in violation actions undertaken by the employee while employed with the Company. The Company has taken all reasonable steps necessary to maintain and protect the confidentiality of the rights material trade secrets and other material confidential Intellectual Property used in connection with the business of the Company, and the confidentiality of such material trade secrets and material confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party, except in each case pursuant to appropriate nondisclosure and confidentiality agreements. No university, military, educational institution, research center, Governmental Entity or other organization has funded, sponsored or contributed to research and development conducted in connection with the business of the Company that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the proprietary nature of any personsCompany Intellectual Property or restrict the ability of the Company to enforce, license or exclude others from using any Company Intellectual Property.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries own, possesslicense, possess or otherwise have been authorized a valid right to use, or can acquire on reasonable terms terms, sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by themthe Company and its subsidiaries, taken as a whole, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, General Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries; (ii) there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or Company, its Controlled Entities subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others, whether oral or written, challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others, whether oral or written, challenging the validity, enforceability or scope of any such their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others, whether oral or written, that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation that is binding on the Company or any of its Controlled Entities subsidiaries; (vii) the Company and its subsidiaries take commercially reasonable measures to maintain and protect the Intellectual Property Rights necessary or material to the conduct of their businesses, taken as a whole, as now conducted or as proposed in violation the General Disclosure Package to be conducted by them, including trade secrets contained therein, including by requiring all employees, officers and consultants of and to the Company and its subsidiaries to sign agreements or otherwise agree to keep proprietary information of the rights Company and its subsidiaries in confidence and not to use it except on behalf of the Company, and requiring all third parties having access to material Intellectual Property Rights to sign confidentiality and non-use agreements or otherwise agree in writing to adequately maintain the confidentiality and not to use such Intellectual Property Rights; and (viii) the Company and its subsidiaries have at all times complied in all material respects with applicable laws pertaining to data privacy, except in each case covered by clauses (i) –(vi) such as would not, if determined adversely to the Company or any personsof its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and each of its Controlled Entities ownsubsidiaries owns all right, possess, title and interest in or otherwise have been authorized the right to use, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secretsuse all patents, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property and similar rights, including registrations and applications for registration thereof rights (collectively, “Intellectual Property RightsProperty”) that is necessary for, used or material to held for use in, or otherwise exploited in connection with, the conduct of the business now conducted or operated by them and as proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by themoperated, and (ii) to the expected expiration Company’s knowledge, neither the Company nor any of its subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effectthird party. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the ProspectusProspectus or as would not reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties action, suit, claim, or other proceeding is pending, or to the Company’s knowledge, is threatened, alleging that the Company or any of its subsidiaries is infringing, misappropriating, diluting, or otherwise violating the Intellectual Property Rights owned by the Company or its Controlled Entities; of any third party in any respect, (ii) there to the Company’s knowledge, no third party is no infringementinfringing, misappropriation breachmisappropriating, default or other violationdiluting, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of otherwise violating the Intellectual Property Rights of the Company or any of its Controlled Entities; subsidiaries in any respect, and (iii) there is no pending or threatened action, suit, claim, or other proceeding is pending, or claim by others challenging to the Company’s or the Controlled Entities’ rights in or toknowledge, or the violation of any of the terms ofis threatened, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability enforceability, scope, registration, ownership or scope use of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or any of its Controlled Entities subsidiaries that is, singly or in their businesses has been obtained the aggregate, necessary to its business (with the exception of office actions in connection with applications for the registration or is being used by the Company or its Controlled Entities in violation issuance of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personssuch Intellectual Property).

Possession of Intellectual Property. The Company and its Controlled Entities own, subsidiaries own or possess, or have been authorized to uselicense to, or can acquire rights to (whether by ownership or license) on reasonable terms sufficient trademarksterms, trade namesadequate patents, patent rights, copyrights, domain names, licenses, approvals, trade secretsapplications, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to carry on the business now operated by them, or, to the knowledge of the Company, as proposed to be conducted as disclosed in the Registration Statement and the Prospectus. To the knowledge of the Company, the conduct of business now its and its subsidiaries’ respective businesses as currently conducted or and as proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by themdoes not and will not infringe, and the expected expiration of misappropriate or otherwise violate any such valid Intellectual Property Rights of others in any material respect. Except as would notnot reasonably be expected, individually singly or in the aggregate, to have a Material Adverse Effect. Except Effect on the Company and its subsidiaries, taken as disclosed in a whole, neither the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to Company nor any of its subsidiaries has received any written notice of any claim of infringement, misappropriation or other violation of any Intellectual Property Rights of any third party by the Company or any of its Subsidiaries, or any claim challenging the validity, scope, or enforceability of any Intellectual Property Rights owned by the Company or any of its Controlled Entities; (ii) subsidiaries or the Company’s or any of its subsidiaries’ rights therein. To the knowledge of the Company, there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or any third parties party of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of its subsidiaries. To the terms of, any knowledge of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity and except as would not reasonably be expected, singly or any affiliated entity infringesin the aggregate, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and to have a Material Adverse Effect on the Company is unaware of any other fact which would form and its subsidiaries, taken as a reasonable basis for any such claim; and whole, (vii) none of the Intellectual Property Rights used each patent application owned by the Company or its Controlled Entities in their businesses has been obtained or subsidiaries is being used diligently prosecuted, (ii) each issued patent owned by the Company or its Controlled Entities subsidiaries is being diligently maintained, (iii) all Intellectual Property Rights owned or purported to be owned by the Company are owned free and clear of all material liens, encumbrances, or defects, and (iv) all such issued or granted patents are valid and enforceable. All Intellectual Property Rights described in violation of any contractual obligation binding on the Registration Statement as owned solely by the Company or its Controlled Entities subsidiaries are owned solely by the Company or its subsidiaries. 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 violation settlement of any pending or threatened litigation, which restricts or impairs their respective use of any Intellectual Property Rights, except as would not reasonably be expected, singly or in the aggregate, to have a material adverse effect on the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries have taken reasonable actions to protect their rights in confidential information and trade secrets. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the rights claims of one or more patents or patent applications owned by, or licensed to, the Company or any personssubsidiary.

Possession of Intellectual Property. The Company and its Controlled Entities Subsidiaries own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) that are either necessary or material to the conduct of the business that the Company and its Subsidiaries now conducted conduct or proposed propose to conduct in the Registration StatementGeneral Disclosure Package. Furthermore, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights does not have and would notnot be reasonably expected to have, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, Final Prospectus (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled EntitiesSubsidiaries; (ii) there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or Company, its Controlled Entities Subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its Controlled EntitiesSubsidiaries; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any Subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity Subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities Subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities Subsidiaries in violation of any contractual obligation binding on the Company or Company, any of its Controlled Entities Subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or any of its Subsidiaries would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Possession of Intellectual Property. The Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and its Controlled Subsidiaries and Consolidated Affiliated Entities own, possess, or have been authorized to use, use or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by themProspectus, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Subsidiaries’ and Consolidated Affiliated Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Subsidiary or any affiliated entity Consolidated Affiliated Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities in their businesses has been obtained or is being used by the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities in violation of any contractual obligation binding on the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities in violation of the rights of any persons, except in each case covered by clauses (i) to (vi) such as would not, if determined adversely to the Company or its Subsidiaries or Consolidated Affiliated Entities, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the knowledge of the Company, the Company and its Controlled Entities subsidiaries own, possess, or have been authorized to use, license or can acquire on reasonable terms sufficient trademarks, trade names, inventions, patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business as now conducted or proposed and as described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus Prospectus, except where the failure to be conducted by themso own, and the expected expiration of any such Intellectual Property Rights possess, license or otherwise acquire would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus, Prospectus (i) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries; (ii) to the Company’s knowledge, there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (vi) there is no court-issued order, judgment, decree or injunction restricting the operation of the Company’s business on the basis of a conflict with or infringement of the patent rights of any third party; and (vivii) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or any of its Controlled Entities subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vii) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company and its the Controlled Entities own, possess, own or have been authorized possess adequate rights to use, or can acquire on reasonable terms use sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Final Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, General Disclosure Package and the Time of Sale Final Prospectus and except that would not, individually or in the Prospectusaggregate, have a Material Adverse Effect, (iA) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its the Controlled Entities; (iiB) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its the Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its the Controlled Entities; (iiiC) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivD) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vE) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (viF) none of the Intellectual Property Rights used by the Company or its the Controlled Entities in their businesses has been obtained or is being used by the Company or its the Controlled Entities in violation of any contractual obligation binding on the Company or its the Controlled Entities in violation of the rights of any persons; (G) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Controlled Entities, or actions undertaken by the employee while employed with the Company or the Controlled Entities; (H) neither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (I) the Company and the Controlled Entities are not in breach of, and have complied in all respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (J) the business of the Company and the Controlled Entities are conducted in compliance with the applicable intellectual property laws and regulations in the PRC and all other applicable jurisdictions in all material respects.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries, taken as a whole, own, possesslicense, possess or otherwise have been authorized a valid right to use, or can acquire on reasonable terms sufficient all the rights necessary to use, trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property property, and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Prospectus, (iA) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries; (iiB) to the Company’s knowledge there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iiiC) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (ivD) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vE) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (viF) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or any of its Controlled Entities subsidiaries or, to the Company’s knowledge, in violation of the rights of any persons, except in each case covered by clauses (A) – (F) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries own or have a valid right to access and us or can acquire on reasonable terms all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain, deliver and operate data, information, and functions used in connection with the business of the Company and its subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted or proposed in the General Disclosure Package to be conducted by them. The Company and its subsidiaries have implemented such backup, security and disaster systems as the Company reasonably believes are prudent and customary for similarly sized companies in the businesses in which they are engaged.

Possession of Intellectual Property. The Company and its Controlled Entities own, Subsidiaries own or possess, or have been authorized to use, or can acquire on reasonable terms sufficient trademarksterms, trade namesadequate patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, logos, characters, trade names or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “"Intellectual Property Rights”Property") necessary or material to carry on the conduct of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted operated by them, and neither the expected expiration Company nor any of its Subsidiaries has received any notice or is otherwise aware of any such infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights or of any facts or circumstances which would notrender any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries therein, individually and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, have would result in a Material Adverse Effect. Except as disclosed in All of the Registration Statement, agreements pursuant to which the Time Company or any of Sale Prospectus and the Prospectus, (i) there are no rights of its Subsidiaries license Intellectual Property from third parties to any of (the Intellectual Property Rights owned "License Agreements") have been duly authorized, executed and delivered by the Company or its Controlled Entities; such Subsidiary and (ii) there is no infringementassuming due authorization, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, execution and delivery by the Company or its Controlled Entities or third other parties of any of the Intellectual Property Rights -7- 8 thereto) constitute valid and binding agreements of the Company or its Controlled Entities; (iii) there is no pending or threatened actionsuch Subsidiary, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by enforceable against the Company or such Subsidiary in accordance with their terms. Neither the Company nor any of its Controlled Entities Subsidiaries is in their businesses violation or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any such License Agreement, nor has been obtained or is being used by the Company or any of its Controlled Entities in violation of Subsidiaries received notice from any contractual obligation binding on third party that the Company or any of its Controlled Entities Subsidiaries is in violation of or in default in the rights performance or observance of any personsobligation, agreement, covenant or condition contained in any such License Agreement, except for any violation or default which, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its Controlled Entities ownsubsidiaries own all right, possess, title and interest in or otherwise have been authorized a license granting the right to use, or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secretsuse all patents, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property and similar rights, including registrations and applications for registration thereof rights (collectively, “Intellectual Property RightsProperty”) that is necessary for, used or material to held for use in, or otherwise exploited in connection with, the conduct of the business now conducted or operated by them and as proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by themoperated, and (ii) to the expected expiration Company’s knowledge, neither the Company nor any of its subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effectthird party. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the ProspectusProspectus or as would not reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties action, suit, claim, or other proceeding is pending, or to the Company’s knowledge, is threatened, alleging that the Company or any of its Subsidiaries is infringing, misappropriating, diluting, or otherwise violating the Intellectual Property Rights owned by the Company or its Controlled Entities; of any third party in any respect, (ii) there to the Company’s knowledge, no third party is infringing, misappropriating, diluting, or otherwise violating the Company’s Intellectual Property in any respect, and (iii) no infringementaction, misappropriation breachsuit, default claim, or other violationproceeding is pending, or to the occurrence Company’s knowledge, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of its subsidiaries that is, singly or in the terms ofaggregate, any necessary to their business (with the exception of their Intellectual Property Rights, and office actions in connection with applications for the Company is unaware registration or issuance of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsProperty).

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, subsidiaries own and possess or have been authorized valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms sufficient trademarksconfidential information, systems or procedures), trade marks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, approvals, trade secrets, inventions, technology, know-how names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of business now conducted or proposed that is described in the Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Prospectus or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted by themand as described in the Registration Statement, the General Disclosure Package and the expected expiration of any Prospectus, except where the failure to own, possess or license such Intellectual Property Rights rights would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein and which infringements or conflicts (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except Without limitation to the foregoing, except as disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectusreasonably be expected to result 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 Intellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of third parties to any the owners of the Intellectual Property Rights owned by which the Registration Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company or any of its Controlled Entitiessubsidiaries; (ii) there is no infringementpending or, misappropriation breachto the Company’s knowledge, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or toto any such Intellectual Property, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or any subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rightsof others, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that claim; (iii) the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property Rights or other proprietary rights of others and has been licensed to the Company is unaware of or any other fact which would form a reasonable basis for any subsidiary, and all such claimagreements are in full force and effect; and (viiv) none there is no patent or patent application that contains claims that interfere with the issued or pending claims of the any such Intellectual Property Rights used by of the Company or any of its Controlled Entities in their businesses has been obtained subsidiaries or is being used by that challenges the Company validity, enforceability or its Controlled Entities in violation scope of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personssuch Intellectual Property.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries own, possess, have the right to use or have been authorized to use, or otherwise can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, General Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries (other than Intellectual Property Rights licensed or granted by the Company to customers or partners in the ordinary course of business); (ii) there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or Company, its Controlled Entities subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such the Company’s Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or Company, any of its Controlled Entities subsidiaries in violation of the rights of any persons, and (vii) the Company and its subsidiaries are not aware of any prior art that may render any patent application owned by the Company or its subsidiaries unpatentable, which was required to have been disclosed and has not been disclosed to the United States Patent and Trademark Office, except in each case covered by clauses (ii) — (vii) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of the Company and its subsidiaries (the “Company IT Systems”), except as would not reasonably be expected to have a Material Adverse Effect. The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have implemented commercially reasonable backup, security and disaster systems consistent in all material respects with applicable regulatory standards.

Possession of Intellectual Property. The Company and its Controlled Entities own, possess, owns or have been authorized to use, or can acquire on reasonable terms sufficient trademarks, trade namespossesses adequate patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technologycopyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Company Intellectual Property RightsProperty”) necessary or material to carry on the conduct business of business now the Company as currently conducted or as proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, and (A) the Company has not received any notice or is otherwise aware of (i) claims by others or any infringement of or conflict with rights of others with respect to any Company Intellectual Property or of any facts or circumstances which would render any Company Intellectual Property invalid, unenforceable or inadequate to protect the interest of the Company therein, or (ii) any infringement by third parties of any Company Intellectual Property or challenge to the Company’s rights thereto, and (B) (i) there are no rights of third parties who have rights to any Company Intellectual Property, (ii) the Company has taken all reasonable steps necessary to secure its interests in the Company Intellectual Property from its employees and contractors, (iii) the Company is the sole owner of the Company Intellectual Property Rights owned by it, and (iv) the Company is not aware of any non-Company intellectual property rights which would prevent the Company from using the Company Intellectual Property. The Company has not entered into any agreement pursuant to which Company Intellectual Property has been licensed to the Company or any third party. The product candidate described in the Registration Statement, General Disclosure Package and the Prospectus as under development by the Company falls within the scope of the claims of one or more patents or patent applications owned by the Company. To the knowledge of the Company, all patents and patent applications owned by the Company or its Controlled Entitieshave been properly filed and each issued patent is being diligently maintained; (ii) there is no infringement, misappropriation breach, default or other violation, or to the occurrence knowledge of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts the parties prosecuting such applications have complied with any Intellectual Property Rights or other proprietary rights their duty of others disclosure to the U.S. Patent and the Company is unaware of any other fact which would form a reasonable basis for any Trademark Office in connection with such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsapplications.

Possession of Intellectual Property. The Company Company, ----------------------------------- Holding, the Partnership and its Controlled Entities own, possess, their subsidiaries own or possess or have been authorized the right to use, or can acquire or acquire the right to use on reasonable terms sufficient trademarksterms, trade namesadequate patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technologycopyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “"Intellectual Property Rights”Property") necessary or material to carry on the conduct of business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted operated by them, except where the failure to own, possess or have the right to use or to have the ability to acquire or to acquire the right to use any such intellectual property would not have a Material Adverse Effect and neither the expected expiration Company, Holding, the Partnership nor any of their subsidiaries has received any notice or is otherwise aware of any such infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights or of any facts or circumstances which would notrender any Intellectual Property invalid or inadequate to protect the interest of the Company, individually Holding, the Partnership or any of their subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, have would result in a Material Adverse Effect. Except as disclosed in The continued use of the Registration Statementtrademarks (the "Trademarks") transferred or licensed to the Partnership pursuant to the Trademark Agreement, the Time of Sale Prospectus CDM Agreement, the CDM Trademark Agreement, the TJX Trademark Agreement, and the ProspectusLicense Agreement with Sears Shop at Home Services, Inc. which enables the Company to market its catalogs under the Sears name to Sears Xxxxxxx & Co. customers (ithe "Sears Agreement") there are no rights of third parties to any of (as such Trademarks have heretofore been used by the Intellectual Property Rights owned business and as currently planned by the Company or its Controlled Entities; (iiand the Partnership) there is no infringement, misappropriation breach, default or other violation, or the occurrence of will not result in any event that with notice or the passage of time would constitute any infringement of the foregoing, by rights of others in the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property RightsUnited States, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is and the Partnership have no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope knowledge of any such Intellectual Property Rightsclaim as to the Trademarks transferred or licensed to the Partnership pursuant to the Trademark Agreement, the CDM Agreement, the CDM Trademark Agreement, the TJX Trademark Agreement, or the Sears Agreement registered in any foreign countries. As of the date hereof, to the best of the knowledge of the Company and the Partnership, (x) affiliates of The Limited are the sole and legal owners of such Trademarks transferred or licensed to the Partnership pursuant to the Trademark Agreement in the United States, (y) affiliates of Sears are the sole and legal owners of such Trademarks licensed to the Partnership pursuant to the Sears Agreement in the United States, and (z) affiliates of TJX are the sole and legal owners of such Trademarks transferred or licensed to the Partnership pursuant to the CDM Agreement, the CDM Trademark Agreement and the TJX Trademark Agreement, and, as of the date hereof, the Company is unaware and the Partnership have no knowledge of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others any other person that such other person is the Company, any Controlled Entity or any affiliated entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights legal owner of others the Trademarks and to the best knowledge of the Company and the Company is unaware Partnership, affiliates of The Limited, TJX or Sears, as the case may be, have not granted any license or right to any other fact which would form person to use any Trademarks in connection with a reasonable basis mail-order catalog business for any such claim; women's and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personsmen's special size apparel, off-price women's apparel, moderately priced fashion apparel and related accessories.

Possession of Intellectual Property. The Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, the Company and its Controlled Entities own, possessowns, or have been authorized to usehas obtained valid and enforceable licenses for, or can acquire on reasonable terms sufficient the inventions, patent applications, patents, trademarks, trade names, patent rightsservice names, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how secrets and other intellectual property (1) described in the Registration Statement, the General Disclosure Package and similar rights, including registrations and applications the Prospectus as being owned or licensed by it or (2) which are necessary for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of its business now as currently conducted or as currently proposed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus to be conducted by them(collectively, and “Intellectual Property”) except in the expected expiration case of any clause (2) where the failure to own, possess or acquire such Intellectual Property Rights rights would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as disclosed described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the ProspectusProspectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Company’s knowledge: (i) there are no rights of third parties who have rights to any of the Intellectual Property, except for Intellectual Property Rights owned rights which are licensed by the Company from or granted by the Company to its Controlled Entitiespartners, licensors, licensees and other third parties and customary reversionary rights of third-party licensors with respect to Intellectual Property that is licensed to the Company; and (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, infringement by the Company or its Controlled Entities or third parties of any of Intellectual Property. Except as would not reasonably be expected to have, individually or in the Intellectual Property Rights of the Company or its Controlled Entities; (iii) aggregate, a Material Adverse Effect there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s or the Controlled Entities’ rights in or to, or the violation of to any of the terms of, any of their Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others claim; (B) challenging the validity, enforceability or scope of any such Intellectual Property RightsProperty, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others claim; or (C) asserting that the CompanyCompany infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any Controlled Entity or any affiliated entity infringespatent, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights trademark, trade name, service name, copyright, trade secret or other proprietary rights of others others, and the Company is unaware of any other fact facts which would form a reasonable basis for any such action, suit, proceeding or claim; . Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and (vi) none to the knowledge of the Intellectual Property Rights used Company all such agreements are in full force and effect. The product candidates described in the Registration Statement, the General Disclosure Package and the Prospectus as under development by the Company or its Controlled Entities in their businesses has been obtained or is being used by fall within the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or its Controlled Entities in violation scope of the rights claims of any personsone or more patents or patent applications owned by, or exclusively licensed to, the Company.

Possession of Intellectual Property. The Company and its Controlled Subsidiaries and Affiliated Entities own, possess, or have been authorized to use, use or can acquire on reasonable terms sufficient trademarksterms, trade namesall patents, patent rights, licenses, inventions, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Subsidiaries or Affiliated Entities; (ii) there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Subsidiaries or Affiliated Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Subsidiaries or Affiliated Entities; (iii) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Subsidiaries’ or Affiliated Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity Subsidiary or Affiliated Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Subsidiaries or Affiliated Entities in their businesses has been obtained or is being used by the Company or its Controlled Subsidiaries or Affiliated Entities in violation of any contractual obligation binding on the Company or its Controlled Subsidiaries or Affiliated Entities in violation of the rights of any persons, except in each case covered by clauses (i) to (vi) such as would not, if determined adversely to the Company or its Subsidiaries or Affiliated Entities, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Except for the third party patents or patent applications of which the Company is aware as set forth in the Prospectus in the second paragraph under the heading “Risk Factors — Third party claims of intellectual property infringement may prevent or delay discovery and development efforts”, the Company and its Controlled Entities subsidiaries own, possess, or have been authorized to use, license or can acquire on reasonable terms sufficient adequate trademarks, trade namesnames and other rights to inventions, patent rightsknow-how, patents, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how confidential information and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to for the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, and the expected expiration of any except where such failure to own, possess, license, or acquire such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in , and to the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any knowledge of the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or any of its Controlled Entities subsidiaries of any of Intellectual Property Rights of a third party. Except as disclosed in the General Disclosure Package (i) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (ii) to the Company’s knowledge, there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties of any of the Intellectual Property Rights of the Company or any of its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or any of its Controlled Entities subsidiaries in their respective businesses has been obtained or is being used by the Company or any of its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or any of its Controlled Entities subsidiaries or in violation of the rights of any persons, except in each case covered by clauses (i) — (vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Subsidiaries and Consolidated Affiliated Entities own, possess, or have been authorized to use, use or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by themProspectus, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Subsidiaries’ and Consolidated Affiliated Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Subsidiary or any affiliated entity Consolidated Affiliated Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities in their businesses has been obtained or is being used by the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities in violation of any contractual obligation binding on the Company or its Controlled Subsidiaries and Consolidated Affiliated Entities in violation of the rights of any persons, except in each case covered by clauses (i) — (vi) such as would not, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, the Company, its Controlled Entities subsidiaries and variable interest entities own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by themthem (collectively, “Intellectual Property Rights”), and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, Prospectus (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company Company, its subsidiaries or its Controlled Entitiesvariable interest entities; (ii) there is no infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or Company, its Controlled Entities subsidiaries, its variable interest entities or third parties of any of the Intellectual Property Rights of the Company Company, its subsidiaries or its Controlled Entitiesvariable interest entities; (iii) there is no pending or or, to the best knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s ’s, its subsidiaries’ or the Controlled Entitiesits variable interest entities’ rights in or to, or claiming the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or or, to the best knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property RightsRights of the Company or any of its subsidiaries or variable interest entities, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the best knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity of its subsidiaries or variable interest entities infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company Company, its subsidiaries or its Controlled Entities variable interest entities in their businesses has been obtained or is being used by the Company Company, its subsidiaries or its Controlled Entities variable interest entities in violation of any binding contractual obligation binding on the Company or its Controlled Entities obligation, in violation of the rights of any persons, except in each case covered by clauses (i) — (vi) such as would not, if determined adversely to the Company or any of its subsidiaries or variable interest entities, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Except as described in the General Disclosure Package, the Company and its Controlled Entities subsidiaries own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient rights to the trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “"Intellectual Property Rights”) "), used by them, which are necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries, other than licenses granted in the ordinary course; (ii) to the Company's knowledge, there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or any third parties party of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or or, to the Company's knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s 's or the Controlled Entities’ any of its subsidiary's rights in or to, or alleging the violation by the Company or its subsidiaries of any of the terms of, any of their the Intellectual Property Rights, and Rights of the Company is unaware of any facts which would form a reasonable basis for any such claimor its subsidiaries; (iv) there is no pending or or, to the Company's knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or or, to the Company's knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and any third party and, to the Company's knowledge, the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by the Company is unaware or its subsidiaries does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property rights or other proprietary rights of any other fact which would form a reasonable basis for any such claimthird party; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or any of its Controlled Entities subsidiaries, except in violation each case covered by clauses (i)—(vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the rights of any personsaggregate, be reasonably expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities subsidiaries own, possess, have the right to use or have been authorized to use, or otherwise can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights and, to the knowledge of the Company after reasonable investigation, patent rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package to be conducted by them, except where the failure to own, possess, have the right to use or otherwise acquire such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, General Disclosure Package (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Entitiessubsidiaries; (ii) to the knowledge of the Company, there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, violation by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entitiessubsidiaries; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, except for routine communications from patent granting authorities in the course of prosecution of the Company’s patent applications, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities subsidiaries in their businesses has been obtained or is being used by the Company or its Controlled Entities subsidiaries in violation of any contractual obligation binding on the Company or any of its Controlled Entities subsidiaries or, to the knowledge of the Company, in violation of the rights of any persons; and (vii) the Company and its subsidiaries are not aware of any prior art that may render any patent application owned by the Company or its subsidiaries unpatentable which was required to have been disclosed and has not been disclosed to the United States Patent and Trademark Office, except in each case covered by clauses (ii) — (vii) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Subsidiaries and Affiliated Entities own, possess, or have been authorized to use, possess or can acquire on reasonable terms sufficient trademarksterms, trade namesall patents, patent rights, licenses, inventions, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or its Controlled Subsidiaries or Affiliated Entities; (ii) there is no material infringement, misappropriation misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Subsidiaries or Affiliated Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Subsidiaries or Affiliated Entities; (iii) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Subsidiaries’ or Affiliated Entities’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity Company or any affiliated entity Subsidiary or Affiliated Entity infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Subsidiaries or Affiliated Entities in their businesses has been obtained or is being used by the Company or its Controlled Subsidiaries or Affiliated Entities in violation of any contractual obligation binding on the Company or its Controlled Subsidiaries or Affiliated Entities in violation of the rights of any persons, except in each case covered by clauses (i) to (vi) such as would not, if determined adversely to the Company or its Subsidiaries or Affiliated Entities, individually or in the aggregate, have a Material Adverse Effect.

Possession of Intellectual Property. The Company and its Controlled Entities own“Intellectual Property Rights” means patents, possesspatent applications, or have been authorized to usetrademarks, or can acquire on reasonable terms sufficient trademarksservice marks, trade names, patent rightstrademark registrations, service xxxx registrations, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property trade secrets and similar rights, including registrations and applications for registration thereof (collectively, “. The Company owns or possesses or has valid rights to use all Intellectual Property Rights”) Rights necessary or material to for the conduct of the business now conducted or proposed of the Company as currently carried on and as described in the Registration Statement, the Time General Disclosure Package and the Prospectus. The Company does not own or possess or have valid rights to use any patents or patent applications, and no ownership, possession or right to use any patents or patent application is necessary for the conduct of Sale Prospectus the business of the Company as currently carried on and as described in the Registration Statement, the General Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to be conducted by themany infringement of, and the expected expiration of or license or similar fees for, any such Intellectual Property Rights of others. The Company has not received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would notnot reasonably be expected to result, individually or in the aggregate, have in a Material Adverse Effect. Except as disclosed in Effect (A) to the Registration Statementknowledge of the Company, the Time of Sale Prospectus and the Prospectusthere is no infringement, (i) there are no rights of misappropriation or violation by third parties to of any of the Intellectual Property Rights owned by the Company or its Controlled EntitiesCompany; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iiiB) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or rights of the Controlled Entities’ rights Company in or to, or the violation of to any of the terms of, any of their such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 1(xxv), reasonably be expected to result in a Material Adverse Effect; (ivC) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or 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 Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claimclaim that would, individually or in the aggregate, together with any other claims in this Section 1(xxv), reasonably be expected to result in a Material Adverse Effect; (vD) there is no pending or or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others others, the Company has not received any written notice of such claim and the Company is unaware of any other fact facts which would form a reasonable basis for any such claimclaim that would, individually or in the aggregate, together with any other claims in this Section 1(xxv), reasonably be expected to result in a Material Adverse Effect; and (viE) none to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, nonsolicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights used of any other person or entity that are required to be set forth in the Registration Statement, the General Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the General Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or its Controlled Entities employees, or otherwise in violation of the rights of any persons. The Company has not, and to the Company’s knowledge, no third party has, 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 Rights thereby was rendered invalid or unenforceable in whole or in part.

Possession of Intellectual Property. The Company owns and its Controlled Entities own, possess, possesses or have been authorized has valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or can acquire on reasonable terms sufficient confidential information, systems or procedures), trademarks, service marks, trade names, patent rightsservice names, copyrightssoftware, internet addresses, domain names, licenses, approvals, trade secrets, inventions, technology, know-how names and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property RightsProperty”) necessary or material to the conduct of business now conducted or proposed that is described in the Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Prospectus or that is necessary for the conduct of its business as currently conducted, as proposed to be conducted by themand as described in the Registration Statement, the General Disclosure Package and the expected expiration of any Prospectus, except where the failure to own, possess or license such Intellectual Property Rights rights would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. Except as disclosed in ; and the Company has not received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interests of the Company therein; there are no third parties who have or, to the knowledge of the Company, will be able to establish rights to any Intellectual Property of the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, (i) there are no rights of third parties Prospectus disclose is licensed to any of the Intellectual Property Rights owned by the Company or its Controlled EntitiesCompany; (ii) there is no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property Rights of the Company or its Controlled Entities; (iii) there is no pending or or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or toto any such Intellectual Property, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the General Disclosure Package or the Prospectus, infringe or violate, any Intellectual Property Rightsof others, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim by others that claim; the Company has complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any Controlled Entity person the right to terminate any such agreement; and 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 affiliated entity infringes, misappropriates or otherwise violates or conflicts with any such Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Controlled Entities in their businesses has been obtained any patent, patent application, or is being used by publication that challenges the Company validity, enforceability or its Controlled Entities in violation scope of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any personssuch Intellectual Property.